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 Fixed-Income 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, 2010

Item 1. Reports to Stockholders

Fidelity®
Series Global ex U.S. Index
Fund

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

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.

Geode is a registered trademark of Geode Capital Management, LLC.

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.

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, 2010

Past 1
year

Life of
fund
A

  Fidelity® Series Global ex U.S. Index Fund

13.55%

9.91%

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.

fid8759

Annual Report

Management's Discussion of Fund Performance

Market Recap: International stocks rode a wave of volatility similar to that of their U.S. counterparts during the 12 months ending October 31, 2010. Stocks gained modestly in the first half of the period, despite growing concerns about the European debt crisis. Sentiment turned decidedly negative in May and June, however, and the market suffered a precipitous decline. These losses were more than offset during the last four months of the period, when signs of economic growth and subsiding debt fears helped propel international stocks about 21%. For the full year, the MSCI® ACWI® (All Country World Index) ex USA Index gained 12.76%, boosted in part by a generally depreciating U.S. dollar. Within the index, Canada and emerging markets were standouts, returning 23% and 24%, respectively. Results in the latter group were led by strong-performing India, Mexico and South Africa, while China fell short of the MSCI benchmark due to cooling economic growth. The developed Asia ex Japan segment rose 16% for the period, lifted by solid results from Singapore and Hong Kong. Meanwhile, Europe rose just 9%, held back mainly by debt-burdened countries such as Greece, Ireland, Spain and Italy, as well as lagging major constituent France. Japan returned only 5%, a result of that nation's continued weak economy.

Comments from Jeffrey Adams, who oversees Fidelity® Series Global ex U.S. Index Fund's investment management team as Head of Indexing for Geode Capital Management, LLC: For the year, the fund returned 13.55%, versus 12.76% for the MSCI 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.) Several sectors turned in performance well in excess of the index - most notably materials, consumer discretionary, industrials and consumer staples, all of which gained more than 20%. No sector declined in absolute terms, although financials - representing more than one-quarter of the index - utilities and energy gained only modestly during the past 12 months. The top individual contributor was Switzerland-based food products company Nestle, followed by U.K. telecommunication services provider Vodafone Group and two Anglo-Australian mining companies - BHP Billiton and Rio Tinto. In contrast, U.K.-based energy producer BP, the company at the center of April's Gulf of Mexico oil disaster, was the biggest detractor. Two Spanish banks, Banco Santander and Banco Bilbao, along with National Bank of Greece, also did poorly. To help keep fully invested, the fund used developed- and emerging-markets futures and exchange-traded funds, a strategy that modestly hurt performance.

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, 2010 to October 31, 2010).

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, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010 to
October 31, 2010

Actual

.25%

$ 1,000.00

$ 1,069.70

$ 1.30

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,023.95

$ 1.28

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2010

fid8761

United Kingdom 13.3%

 

fid8763

Japan 13.1%

 

fid8765

Canada 6.9%

 

fid8767

France 6.2%

 

fid8769

Australia 5.3%

 

fid8771

Germany 5.2%

 

fid8773

Switzerland 4.8%

 

fid8775

Brazil 3.5%

 

fid8777

Korea (South) 2.9%

 

fid8779

Other* 38.8%

 

fid8781

* Includes short-term investments and net other assets.

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2010

fid8761

Japan 14.7%

 

fid8763

United Kingdom 13.4%

 

fid8765

Canada 7.4%

 

fid8767

France 6.3%

 

fid8769

Australia 5.6%

 

fid8771

Germany 5.0%

 

fid8773

Switzerland 4.9%

 

fid8775

Brazil 3.4%

 

fid8777

Korea (South) 2.9%

 

fid8779

Other* 36.4%

 

fid8793

* Includes short-term investments and net other assets.

Percentages 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, Investment Companies and Equity Futures

99.8

99.8

Short-Term Investments and Net Other Assets

0.2

0.2

Top Ten Stocks as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.1

1.1

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

1.1

1.2

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

0.9

0.8

BHP Billiton Ltd. (Australia, Metals & Mining)

0.8

0.8

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

0.8

1.1

Novartis AG (Switzerland, Pharmaceuticals)

0.7

0.7

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

0.7

0.8

Telefonica SA (Spain, Diversified Telecommunication Services)

0.7

0.6

Banco Santander SA (Spain, Commercial Banks)

0.6

0.7

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

0.6

0.7

 

8.0

Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.9

24.5

Materials

11.4

11.0

Energy

10.1

11.0

Industrials

8.9

9.3

Consumer Staples

8.4

8.1

Consumer Discretionary

7.4

7.4

Information Technology

6.3

7.1

Telecommunication Services

5.7

5.7

Health Care

5.1

5.1

Utilities

4.2

4.3

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Common Stocks - 90.9%

Shares

Value

Australia - 5.3%

AGL Energy Ltd.

4,812

$ 75,849

Alumina Ltd.

25,196

50,352

Amcor Ltd.

13,160

86,636

AMP Ltd.

22,451

117,449

Aristocrat Leisure Ltd.

4,047

13,916

Asciano Group unit (a)

30,910

47,390

ASX Ltd.

1,854

67,384

Australia & New Zealand Banking Group Ltd.

27,301

663,554

AXA Asia Pacific Holdings Ltd.

11,093

59,118

Bendigo & Adelaide Bank Ltd.

3,796

33,655

BHP Billiton Ltd.

35,976

1,486,726

Billabong International Ltd.

1,893

15,077

BlueScope Steel Ltd.

19,237

37,597

Boral Ltd.

7,606

32,711

Brambles Ltd.

15,122

94,367

Caltex Australia Ltd.

1,373

15,630

CFS Retail Property Trust

14,167

25,814

Coca-Cola Amatil Ltd.

6,038

71,987

Cochlear Ltd.

600

41,745

Commonwealth Bank of Australia

16,667

798,431

Computershare Ltd.

4,639

45,991

Crown Ltd.

4,762

38,860

CSL Ltd.

6,191

199,114

CSR Ltd.

17,024

30,353

DEXUS Property Group unit

50,547

41,100

Energy Resources of Australia Ltd.

745

9,495

Fortescue Metals Group Ltd. (a)

13,138

80,442

Fosters Group Ltd.

20,630

118,027

Goodman Fielder Ltd.

17,198

25,019

Goodman Group unit

67,350

41,567

Harvey Norman Holdings Ltd.

4,747

15,486

Incitec Pivot Ltd.

17,203

62,693

Insurance Australia Group Ltd.

22,207

82,669

Intoll Group unit

23,977

35,351

John Fairfax Holdings Ltd.

22,556

32,041

Leighton Holdings Ltd.

1,419

51,018

Lend Lease Group unit

5,570

39,342

MacArthur Coal Ltd.

2,149

25,305

Macquarie Group Ltd.

3,678

130,434

MAp Group unit

3,610

10,786

Metcash Ltd.

8,045

34,441

Mirvac Group unit

34,460

43,718

Common Stocks - continued

Shares

Value

Australia - continued

National Australia Bank Ltd.

22,818

$ 569,124

Newcrest Mining Ltd.

8,213

321,513

OneSteel Ltd.

13,657

36,124

Orica Ltd.

3,880

95,710

Origin Energy Ltd.

9,413

146,990

OZ Minerals Ltd.

34,088

52,262

Paladin Energy Ltd. (a)

7,672

30,815

Qantas Airways Ltd. (a)

12,065

33,567

QBE Insurance Group Ltd.

11,103

186,868

Rio Tinto Ltd.

4,662

377,656

Santos Ltd.

8,894

109,958

Sims Metal Management Ltd.

1,813

29,122

Sonic Healthcare Ltd.

3,851

41,084

SP AusNet unit

13,260

12,081

Stockland Corp. Ltd. unit

25,498

94,171

Suncorp-Metway Ltd.

13,743

123,863

Tabcorp Holdings Ltd.

6,342

45,852

Tabcorp Holdings Ltd. (f)

705

5,097

Tattersall's Ltd.

13,717

33,595

Telstra Corp. Ltd.

46,903

122,683

The GPT Group unit

18,715

51,152

Toll Holdings Ltd.

6,961

42,280

Transurban Group unit

13,528

69,444

Wesfarmers Ltd.

10,805

350,791

Wesfarmers Ltd. (price protected shares)

1,641

53,678

Westfield Group unit

23,581

285,992

Westpac Banking Corp.

32,013

711,907

Woodside Petroleum Ltd.

5,838

248,785

Woolworths Ltd.

13,378

371,548

Worleyparsons Ltd.

2,008

45,146

TOTAL AUSTRALIA

9,727,498

Austria - 0.2%

Erste Bank AG

1,997

90,114

IMMOEAST AG (a)

928

0

IMMOFINANZ Immobilien Anlagen AG (a)

10,424

41,048

OMV AG

1,539

57,487

Osterreichische Elektrizitatswirtschafts AG

839

33,523

Raiffeisen International Bank-Holding AG

605

34,094

Telekom Austria AG

3,383

51,780

Common Stocks - continued

Shares

Value

Austria - continued

Vienna Insurance Group AG Wien

494

$ 26,564

Voestalpine AG

1,140

45,184

TOTAL AUSTRIA

379,794

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

15,345

64,388

Bailiwick of Jersey - 0.3%

Experian PLC

10,985

127,685

Petrofac Ltd.

2,767

64,857

Randgold Resources Ltd.

976

91,464

Shire PLC

6,034

141,583

WPP PLC

13,429

156,038

TOTAL BAILIWICK OF JERSEY

581,627

Belgium - 0.6%

Ageas

23,744

72,982

Anheuser-Busch InBev SA NV

7,763

486,460

Belgacom SA

1,620

63,544

Colruyt NV

810

45,624

Compagnie Nationale A Portefeuille (CNP)

256

13,645

Delhaize Group SA

1,069

74,656

Dexia SA

6,256

27,847

Groupe Bruxelles Lambert SA

862

76,320

KBC Groupe SA (a)

1,718

74,715

Mobistar SA

347

22,964

Solvay SA Class A

629

66,596

UCB SA

1,064

41,262

Umicore SA

1,198

56,376

TOTAL BELGIUM

1,122,991

Bermuda - 0.3%

Central European Media Enterprises Ltd. Class A (a)

200

4,610

Cheung Kong Infrastructure Holdings Ltd.

4,000

16,720

China Yurun Food Group Ltd.

14,000

54,456

CNPC (Hong Kong) Ltd.

26,000

33,073

Credicorp Ltd. (NY Shares)

726

91,389

GOME Electrical Appliances Holdings Ltd. (a)

112,000

37,713

Hopson Development Holdings Ltd.

4,000

4,474

Huabao International Holdings Ltd.

18,000

27,123

Li & Fung Ltd.

24,000

126,792

Noble Group Ltd.

31,363

45,071

NWS Holdings Ltd.

11,000

25,942

Common Stocks - continued

Shares

Value

Bermuda - continued

Orient Overseas International Ltd.

2,000

$ 17,533

Seadrill Ltd.

2,950

89,316

Sinofert Holdings Ltd. (a)

18,000

9,521

Skyworth Digital Holdings Ltd.

20,158

11,807

Yue Yuen Industrial (Holdings) Ltd.

8,500

30,485

TOTAL BERMUDA

626,025

Brazil - 3.5%

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

900

12,406

All America Latina Logistica SA

4,300

40,897

B2W Companhia Global Do Varejo

500

9,141

Banco Bradesco SA:

(PN)

3,872

79,775

(PN) sponsored ADR

16,370

340,496

Banco do Brasil SA

5,700

110,904

Banco do Brasil SA sponsored ADR

400

7,800

Banco do Estado do Rio Grande do Sul SA

1,700

18,677

Banco Santander (Brasil) SA ADR

6,000

86,400

BM&F Bovespa SA

20,700

173,392

BR Malls Participacoes SA

3,400

32,477

Bradespar SA (PN)

2,300

58,906

Brascan Residential Properties SA

2,200

11,975

Brasil Foods SA

1,800

26,113

Brasil Foods SA sponsored ADR

5,100

74,613

Brasil Telecom SA (a)

34

318

Brasil Telecom SA:

(PN) (a)

881

6,520

sponsored ADR (a)

1,000

22,050

Braskem SA:

(PN-A) (a)

200

2,050

Class A sponsored ADR

850

17,723

Centrais Eletricas Brasileiras SA (Electrobras)

500

6,878

Centrais Eletricas Brasileiras SA (Electrobras):

(PN-B)

300

4,848

(PN-B) sponsored ADR

1,800

29,430

sponsored ADR

1,900

26,543

Cielo SA

6,100

52,459

Cielo SA sponsored ADR

300

2,637

Companhia Brasileira de Distribuicao Grupo Pao de Acucar:

(PN)

200

7,830

sponsored ADR (d)

700

27,727

Common Stocks - continued

Shares

Value

Brazil - continued

Companhia de Bebidas das Americas (AmBev):

(PN)

300

$ 41,704

(PN) sponsored ADR

1,300

181,012

Companhia de Concessoes Rodoviarias

1,600

43,264

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

200

4,485

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

550

25,278

Companhia de Transmissao de Energia Eletrica Paulista (PN)

500

15,577

Companhia Energetica de Minas Gerais (CEMIG):

(PN)

880

15,487

(PN) sponsored ADR (non-vtg.)

3,200

57,088

Companhia Energetica de Sao Paulo Series A

1,800

28,621

Companhia Paranaense de Energia-Copel:

(PN-B)

300

7,050

(PN-B) sponsored ADR

900

20,907

Companhia Siderurgica Nacional SA (CSN)

1,600

26,569

Companhia Siderurgica Nacional SA (CSN) sponsored ADR

6,400

108,032

Cosan SA Industria e Comercio

1,500

23,674

CPFL Energia SA

300

7,034

CPFL Energia SA sponsored ADR

266

19,107

Cyrela Brazil Realty SA

3,100

42,823

Duratex SA

2,700

31,107

Eletropaulo Metropolitana SA (PN-B)

800

13,967

Embraer - Empresa Brasileira de Aeronautica SA

1,500

10,678

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

1,075

31,014

Energias do Brasil SA

800

17,541

Fertilizantes Fosfatados SA (PN) (a)

1,000

11,316

Fibria Celulose SA (a)

395

7,072

Fibria Celulose SA sponsored ADR (a)

1,300

23,348

Gafisa SA

400

3,315

Gafisa SA sponsored ADR

1,800

30,222

Gerdau SA:

(PN)

1,400

18,105

sponsored ADR (d)

5,500

71,720

Gol Linhas Aereas Inteligentes SA:

(PN)

300

5,176

sponsored ADR

700

12,348

Hypermarcas SA (a)

2,900

47,731

Itau Unibanco Banco Multiplo SA

4,300

104,897

Itau Unibanco Banco Multiplo SA ADR

20,150

494,884

Itausa-Investimentos Itau SA (PN)

24,540

194,595

Common Stocks - continued

Shares

Value

Brazil - continued

JBS SA

5,900

$ 22,682

Klabin SA (PN) (non-vtg.)

3,500

9,752

LLX Logistica SA (a)

2,600

14,336

Localiza Rent A Car SA

1,000

16,547

Lojas Americanas SA (PN)

3,300

35,479

Lojas Renner SA

1,300

51,352

Marfrig Alimentos SA

1,700

15,369

Metalurgica Gerdau SA (PN)

3,000

46,185

MMX Mineracao e Metalicos SA (a)

2,000

16,071

MMX Mineracao e Metalicos SA rights 11/3/10 (a)

1,127

0

MRV Engenharia e Participacoes SA

3,100

30,249

Multiplan Empreendimentos Imobiliarios SA

700

16,048

Natura Cosmeticos SA

1,800

51,528

OGX Petroleo e Gas Participacoes SA (a)

11,200

146,946

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

2,700

35,370

PDG Realty SA Empreendimentos e Participacoes

5,500

68,766

Petroleo Brasileiro SA - Petrobras:

(ON)

5,811

97,522

(ON) sponsored ADR

12,850

438,442

(PN) (non-vtg.)

8,940

135,845

(PN) sponsored ADR (non-vtg.) (d)

17,600

548,944

Porto Seguro SA

1,200

17,635

Redecard SA

3,500

45,262

Rossi Residencial SA

2,300

22,524

Souza Cruz Industria Comerico

800

41,105

Sul America SA unit

1,200

14,171

Suzano Papel e Celulose SA

1,575

15,091

TAM SA:

(PN) (ltd.-vtg.)

200

4,879

(PN) sponsored ADR (ltd. vtg.)

500

12,335

Tele Norte Leste Participacoes SA

700

14,052

Tele Norte Leste Participacoes SA:

(PN)

600

9,188

sponsored ADR (non-vtg.)

2,100

32,214

Telemar Norte Leste SA (PN-A)

300

8,502

TIM Participacoes SA

900

2,947

TIM Participacoes SA sponsored ADR (non-vtg.)

450

14,517

Tractebel Energia SA

1,600

24,359

Ultrapar Participacoes SA

200

12,144

Ultrapar Participacoes SA sponsored ADR

600

37,230

Usinas Siderurgicas de Minas Gerais SA - Usiminas

2,000

29,156

Common Stocks - continued

Shares

Value

Brazil - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas:

ADR

1,200

$ 15,180

(PN-A) (non-vtg.)

3,400

42,430

Vale SA

3,000

94,522

Vale SA:

(PN-A)

5,300

148,763

(PN-A) sponsored ADR

16,200

465,426

sponsored ADR (d)

11,000

353,540

Vivo Participacoes SA:

(PN)

300

8,641

sponsored ADR

1,400

40,096

TOTAL BRAZIL

6,411,075

Canada - 6.9%

Agnico-Eagle Mines Ltd. (Canada)

1,790

138,826

Agrium, Inc.

1,681

148,701

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

1,364

32,391

ARC Energy Trust unit

1,510

31,920

Athabasca Oil Sands Corp. (a)

2,322

25,840

Bank of Montreal

6,035

356,396

Bank of Nova Scotia

11,041

591,834

Barrick Gold Corp.

10,605

510,754

BCE, Inc.

2,721

91,269

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

15,180

75,610

Bonavista Energy Trust

886

22,378

Brookfield Asset Management, Inc. Class A

5,525

164,033

Brookfield Properties Corp.

3,177

54,887

CAE, Inc.

2,847

31,934

Cameco Corp.

4,161

128,718

Canadian Imperial Bank of Commerce

4,178

320,468

Canadian National Railway Co.

5,071

328,454

Canadian Natural Resources Ltd.

11,664

424,634

Canadian Oil Sands Trust

2,507

62,829

Canadian Pacific Railway Ltd.

1,798

117,199

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

809

47,268

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

970

46,593

Cenovus Energy, Inc.

8,044

223,834

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

2,606

40,090

CI Financial Corp.

1,682

35,210

Crescent Point Energy Corp.

2,362

93,563

Eldorado Gold Corp.

5,793

98,093

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

239

13,678

Common Stocks - continued

Shares

Value

Canada - continued

Enbridge, Inc.

3,856

$ 213,273

EnCana Corp.

7,906

223,328

Enerplus Resources Fund Series G

1,831

50,304

Ensign Energy Services, Inc.

1,478

18,346

Fairfax Financial Holdings Ltd. (sub. vtg.)

215

87,946

Finning International, Inc.

1,780

41,852

First Quantum Minerals Ltd.

834

73,031

Fortis, Inc.

1,800

57,129

Franco-Nevada Corp.

1,201

41,427

George Weston Ltd.

555

44,595

Gildan Activewear, Inc. (a)

1,217

35,070

Goldcorp, Inc.

7,904

352,925

Great-West Lifeco, Inc.

3,053

79,745

Husky Energy, Inc.

2,688

66,732

IAMGOLD Corp.

3,769

68,773

IGM Financial, Inc.

1,249

52,855

Imperial Oil Ltd.

3,173

122,017

Industrial Alliance Life Insurance Co.

919

28,834

Inmet Mining Corp.

554

33,124

Intact Financial Corp.

1,225

55,479

Ivanhoe Mines Ltd. (a)

2,788

66,755

Kinross Gold Corp.

12,166

218,890

Loblaw Companies Ltd.

1,198

51,190

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

1,140

103,102

Manulife Financial Corp.

18,803

238,010

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

1,126

51,669

National Bank of Canada

1,736

114,264

Nexen, Inc.

5,560

118,298

Niko Resources Ltd.

483

46,079

Onex Corp. (sub. vtg.)

1,042

30,517

Open Text Corp. (a)

629

27,827

Pacific Rubiales Energy Corp. (a)

2,667

85,012

Pan American Silver Corp.

1,101

35,144

Penn West Energy Trust

4,518

102,905

PetroBakken Energy Ltd. Class A

703

15,523

Petrobank Energy & Resources Ltd. (a)

1,048

41,708

Potash Corp. of Saskatchewan, Inc.

3,174

459,030

Power Corp. of Canada (sub. vtg.)

3,696

103,136

Power Financial Corp.

2,650

79,794

Progress Energy Resources Corp.

2,293

24,349

Provident Energy Trust

2,397

18,496

Research In Motion Ltd. (a)

5,309

302,348

Common Stocks - continued

Shares

Value

Canada - continued

RioCan (REIT)

1,305

$ 29,493

Ritchie Brothers Auctioneers, Inc.

1,215

25,815

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

4,792

174,596

Royal Bank of Canada

15,283

815,023

Saputo, Inc.

1,519

58,055

Shaw Communications, Inc. Class B

3,678

78,868

Sherritt International Corp.

3,620

28,146

Shoppers Drug Mart Corp.

2,293

87,232

Silver Wheaton Corp. (a)

3,484

100,158

Sino-Forest Corp. (a)

2,541

50,227

SNC-Lavalin Group, Inc.

1,591

81,274

Sun Life Financial, Inc.

6,047

171,111

Suncor Energy, Inc.

16,713

535,524

Talisman Energy, Inc.

10,877

197,192

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

5,252

234,818

TELUS Corp.

663

29,383

TELUS Corp. (non-vtg.)

1,501

63,490

Thomson Reuters Corp.

4,020

153,524

Tim Hortons, Inc.

1,173

44,140

Tim Hortons, Inc. (Canada)

675

25,375

TMX Group, Inc.

867

28,835

Toronto-Dominion Bank

9,358

673,934

TransAlta Corp.

2,260

45,758

TransCanada Corp.

7,378

272,506

Valeant Pharmaceuticals International, Inc.

2,900

80,241

Vermilion Energy, Inc.

910

35,636

Viterra, Inc. (a)

3,908

37,436

Yamana Gold, Inc.

7,855

86,413

Yellow Pages Income Fund

5,094

30,617

TOTAL CANADA

12,613,055

Cayman Islands - 0.4%

Agile Property Holdings Ltd.

18,000

23,687

Alibaba.com Ltd. (a)

14,500

28,322

Anta Sports Products Ltd.

8,000

16,513

Belle International Holdings Ltd.

44,000

79,471

Chaoda Modern Agriculture (Holdings) Ltd.

30,000

24,461

China Dongxiang Group Co. Ltd.

38,000

21,277

China High Speed Transmission Equipment Group Co. Ltd.

12,000

24,523

China Shineway Pharmaceutical Group Ltd.

5,000

17,030

China Zhongwang Holdings Ltd.

24,000

14,305

Country Garden Holdings Co. Ltd.

51,000

18,028

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Enn Energy Holdings Ltd.

8,000

$ 24,048

Foxconn International Holdings Ltd. (a)

22,000

16,235

Geely Automobile Holdings Ltd.

50,000

28,189

Greentown China Holdings Ltd.

4,500

5,213

Hengan International Group Co. Ltd.

7,500

70,634

Hidili Industry International Development Ltd.

16,000

17,050

Kingboard Chemical Holdings Ltd.

6,500

31,614

Kingboard Chemical Holdings Ltd. warrants 10/31/12 (a)

150

86

KWG Property Holding Ltd.

13,500

10,694

Lee & Man Paper Manufacturing Ltd.

14,000

11,704

Li Ning Co. Ltd.

8,000

22,809

Longfor Properties Co. Ltd.

17,000

20,243

Renhe Commercial Holdings Co. Ltd.

70,000

13,366

Sands China Ltd.

26,000

56,688

Semiconductor Manufacturing International Corp. (a)

189,000

15,840

Shimao Property Holdings Ltd.

17,500

28,944

Shui On Land Ltd.

23,378

11,732

SOHO China Ltd.

28,000

23,805

Want Want China Holdings Ltd.

61,000

56,268

Wynn Macau Ltd.

17,200

38,034

TOTAL CAYMAN ISLANDS

770,813

Chile - 0.4%

Banco de Credito e Inversiones

283

17,125

Banco Santander Chile

468,303

41,694

Banco Santander Chile sponsored ADR

41

3,798

CAP SA

779

39,655

Cencosud SA

9,699

75,724

Colbun SA

87,998

24,268

Compania Cervecerias Unidas SA

788

8,780

Compania Cervecerias Unidas SA sponsored ADR

63

3,544

Compania de Petroleos de Chile SA (COPEC)

4,904

92,536

Empresa Nacional de Electricidad SA

29,608

52,116

Empresa Nacional de Electricidad SA sponsored ADR (d)

174

9,285

Empresa Nacional de Telecomunicaciones SA (ENTEL)

1,392

22,140

Empresas CMPC SA

1,168

63,038

Enersis SA

115,698

52,862

Enersis SA sponsored ADR

453

10,333

Gener SA

20,191

11,145

Lan Airlines SA

1,153

35,817

Lan Airlines SA sponsored ADR

303

9,314

SACI Falabella

3,108

31,134

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Quimica y Minera de Chile SA:

(PN-B)

859

$ 44,430

(PN-B) sponsored ADR

95

4,921

Vina Concha y Toro SA

4,482

10,803

TOTAL CHILE

664,462

China - 2.5%

Agricultural Bank of China (H Shares)

180,000

94,978

Air China Ltd. (H Shares) (a)

24,000

32,263

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

40,000

37,980

Angang Steel Co. Ltd. (H Shares)

12,000

18,856

Anhui Conch Cement Co. Ltd. (H Shares)

8,000

33,543

Bank of China Ltd. (H Shares)

610,000

365,154

Bank of Communications Co. Ltd. (H Shares)

70,000

76,491

BBMG Corp. (H Shares)

8,500

12,085

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

28,000

15,461

BYD Co. Ltd. (H Shares)

5,500

33,527

China BlueChemical Ltd. (H shares)

14,000

11,072

China Citic Bank Corp. Ltd. (H Shares)

65,000

47,212

China Coal Energy Co. Ltd. (H Shares)

36,000

62,235

China Communications Construction Co. Ltd. (H Shares)

43,000

41,107

China Communications Services Corp. Ltd. (H Shares)

26,000

15,161

China Construction Bank Corp. (H Shares)

480,000

457,629

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

28,000

32,655

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

7,000

14,178

China Life Insurance Co. Ltd. (H Shares)

79,000

347,307

China Longyuan Power Group Corp. (H Shares)

23,000

23,946

China Mengniu Dairy Co. Ltd.

12,000

34,369

China Merchants Bank Co. Ltd. (H Shares)

41,480

117,731

China Minsheng Banking Corp. Ltd. (H Shares)

40,800

37,951

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

14,000

34,136

China Oilfield Services Ltd. (H Shares)

18,000

29,213

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

8,800

36,500

China Petroleum & Chemical Corp. (H Shares)

168,000

159,846

China Railway Construction Corp. Ltd. (H Shares)

21,000

26,253

China Railway Group Ltd.

43,000

34,672

China Resources Land Ltd.

20,000

39,426

China Shenhua Energy Co. Ltd. (H Shares)

36,000

160,232

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

42,000

17,068

China Shipping Development Co. Ltd. (H Shares)

16,000

23,284

China South Locomotive & Rolling Stock Corp. Ltd. (H Shares)

18,000

18,322

China Telecom Corp. Ltd. (H Shares)

146,000

76,246

Common Stocks - continued

Shares

Value

China - continued

China Vanke Co. Ltd. (B Shares)

12,000

$ 17,215

Datang International Power Generation Co. Ltd.

26,000

10,465

Dongfang Electric Corp. Ltd.

3,800

18,482

Dongfeng Motor Group Co. Ltd. (H Shares)

28,000

60,687

Golden Eagle Retail Group Ltd. (H Shares)

9,000

23,919

Guangzhou Automobile Group Co. Ltd.

23,376

35,586

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

11,200

15,981

Huaneng Power International, Inc. (H Shares)

28,000

16,018

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

577,000

464,503

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

6,200

43,722

Jiangsu Expressway Co. Ltd. (H Shares)

16,000

19,403

Jiangxi Copper Co. Ltd. (H Shares)

14,000

39,013

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

18,000

10,311

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

22,000

10,643

Nine Dragons Paper (Holdings) Ltd.

18,000

29,028

Parkson Retail Group Ltd.

14,000

25,322

PetroChina Co. Ltd. (H Shares)

224,000

275,729

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

26,000

38,373

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

18,500

199,171

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

8,000

21,209

Shanghai Electric Group Co. Ltd. (H Shares)

34,000

22,765

Shanghai Lujiazui Finance & Trade Zone Development Co. Ltd. (B Shares)

7,500

11,805

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

1,200

792

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

24,000

10,775

Sinopharm Group Co. Ltd. (H Shares)

6,800

26,713

Tencent Holdings Ltd.

10,700

245,025

Tingyi (Cayman Islands) Holding Corp.

18,000

48,999

Tsingtao Brewery Co. Ltd. (H Shares)

4,000

21,390

Weichai Power Co. Ltd. (H Shares)

2,000

26,267

Wumart Stores, Inc. (H Shares)

5,000

11,740

Yantai Changyu Pioneer Wine Co. (B Shares)

2,200

28,354

Yanzhou Coal Mining Co. Ltd. (H Shares)

20,000

57,865

Zhejiang Expressway Co. Ltd. (H Shares)

12,000

12,091

Zijin Mining Group Co. Ltd. (H Shares)

42,000

39,609

ZTE Corp. (H Shares)

5,600

20,807

TOTAL CHINA

4,577,866

Colombia - 0.2%

Almacenes Exito SA

1,877

24,492

BanColombia SA

2,406

38,720

Common Stocks - continued

Shares

Value

Colombia - continued

BanColombia SA:

sponsored ADR

40

$ 2,698

(PN)

2,791

48,284

Cementos Argos SA

2,549

17,600

Ecopetrol SA

43,315

103,854

Grupo de Inversiones Surameric

2,204

49,130

Interconexion Electrica SA

4,130

32,783

Inversiones Argos SA

3,009

35,991

TOTAL COLOMBIA

353,552

Cyprus - 0.0%

Bank of Cyprus Public Co. Ltd.

8,988

41,896

Czech Republic - 0.1%

Ceske Energeticke Zavody AS

1,714

75,941

Komercni Banka AS

160

36,304

Telefonica O2 Czech Republic AS

1,302

28,659

TOTAL CZECH REPUBLIC

140,904

Denmark - 0.6%

A.P. Moller - Maersk AS:

Series A

6

50,415

Series B

14

121,476

Carlsberg AS Series B

1,140

124,655

Coloplast AS Series B

250

30,952

Danske Bank AS (a)

4,851

128,989

DSV de Sammensluttede Vognmaend AS

2,300

47,124

Novo Nordisk AS Series B

4,683

491,632

Novozymes AS Series B

492

65,550

Tryg AS

255

12,847

Vestas Wind Systems AS (a)

2,155

68,762

William Demant Holding AS (a)

211

15,816

TOTAL DENMARK

1,158,218

Egypt - 0.1%

Al Ezz Dekheila Steel Co.- Alexandria SAE

5

688

Commercial International Bank Ltd.

5,156

38,839

EFG-Hermes Holding SAE

2,979

14,867

Egyptian Co. for Mobile Services (MobiNil)

305

9,088

Egyptian Kuwaiti Holding

6,356

10,742

El Ezz Steel Rebars SAE (a)

3,256

10,493

El Sewedy Cables Holding Co. (a)

422

3,939

Orascom Construction Industries SAE

957

43,750

Common Stocks - continued

Shares

Value

Egypt - continued

Orascom Telecom Holding SAE (a)

29,181

$ 22,689

Sidi Kerir Petrochemcials Co.

360

863

Talaat Moustafa Group Holding (a)

8,790

11,447

Telecom Egypt SAE

3,274

10,046

TOTAL EGYPT

177,451

Finland - 0.7%

Elisa Corp. (A Shares)

1,452

31,053

Fortum Corp.

4,741

134,378

Kesko Oyj

726

35,983

Kone Oyj (B Shares)

1,670

89,463

Metso Corp.

1,331

63,098

Neste Oil Oyj

1,616

26,803

Nokia Corp.

40,172

431,314

Nokian Tyres PLC

1,134

39,290

Orion Oyj (B Shares)

1,205

25,603

Outokumpu Oyj (A Shares)

1,486

26,694

Pohjola Bank PLC (A Shares)

1,301

16,464

Rautaruukki Oyj (K Shares)

1,096

21,762

Sampo OYJ (A Shares)

4,518

126,549

Sanoma-WSOY Oyj

1,022

23,023

Stora Enso Oyj (R Shares)

6,117

60,772

UPM-Kymmene Corp.

5,517

91,736

Wartsila Corp.

814

57,085

TOTAL FINLAND

1,301,070

France - 6.2%

Accor SA

1,548

63,467

Aeroports de Paris

341

28,958

Air France KLM (Reg.) (a)

1,607

29,326

Air Liquide SA

3,041

393,266

Alcatel-Lucent SA (a)

25,420

89,344

Alstom SA

2,175

109,737

Atos Origin SA (a)

540

24,965

AXA SA

18,381

334,537

BIC SA

319

28,297

bioMerieux SA

105

10,102

BNP Paribas SA

10,159

742,833

Bouygues SA

2,448

107,860

Bureau Veritas SA

524

38,716

Cap Gemini SA

1,549

79,005

Carrefour SA

6,425

346,696

Common Stocks - continued

Shares

Value

France - continued

Casino Guichard Perrachon et Compagnie

584

$ 54,851

Christian Dior SA

681

98,501

CNP Assurances

1,617

32,265

Compagnie de St. Gobain

4,103

191,598

Compagnie Generale de Geophysique SA (a)

1,536

35,870

Credit Agricole SA

9,911

162,385

Danone

6,249

395,413

Dassault Systemes SA

617

47,313

Edenred (a)

1,603

33,569

EDF SA

2,777

127,224

Eiffage SA

486

24,007

Eramet SA

62

21,486

Essilor International SA

2,156

143,938

Eurazeo SA

270

20,513

Eutelsat Communications

1,039

39,013

Fonciere Des Regions

268

30,579

France Telecom SA

19,885

476,984

GDF Suez

13,341

532,396

Gecina SA

230

27,907

Groupe Eurotunnel SA

4,963

49,314

Hermes International SA

569

120,700

ICADE

263

28,910

Iliad Group SA

155

17,448

Imerys

446

26,611

Ipsen SA

401

14,117

JC Decaux SA (a)

634

18,565

Klepierre SA

991

38,541

L'Oreal SA

2,590

304,021

Lafarge SA (Bearer)

2,122

121,236

Lagardere S.C.A. (Reg.)

1,221

52,065

Legrand SA

1,387

53,537

LVMH Moet Hennessy - Louis Vuitton

2,637

413,158

M6 Metropole Television SA

635

15,507

Michelin CGDE Series B

1,867

148,466

Natixis SA (a)

9,318

57,139

Neopost SA

357

29,651

PagesJaunes Groupe SA

1,324

14,554

Pernod-Ricard SA

2,109

186,961

Peugeot Citroen SA (a)

1,603

63,792

PPR SA

809

132,605

Publicis Groupe SA

1,301

64,790

Renault SA (a)

2,046

113,663

Common Stocks - continued

Shares

Value

France - continued

Safran SA

1,777

$ 56,326

Sanofi-Aventis

11,241

787,365

Schneider Electric SA

2,578

365,890

SCOR SE

1,741

42,806

Societe Generale Series A

6,732

403,026

Sodexo SA

997

64,869

Suez Environnement SA

2,804

54,798

Technip SA

1,037

87,139

Television Francaise 1 SA

1,495

24,391

Thales SA

948

38,643

Total SA

22,660

1,233,162

Unibail-Rodamco

978

203,717

Vallourec SA

1,156

119,947

Veolia Environnement

3,648

107,248

VINCI SA

4,657

248,702

Vivendi

13,151

375,037

TOTAL FRANCE

11,221,338

Germany - 4.9%

adidas AG

2,231

145,500

Allianz AG

4,872

610,394

BASF AG

9,849

716,466

Bayer AG

8,857

660,817

Bayerische Motoren Werke AG (BMW)

3,578

256,448

Beiersdorf AG

1,076

70,084

Celesio AG

1,005

23,955

Commerzbank AG (a)

7,502

67,590

Continental AG (a)

534

46,380

Daimler AG (Germany) (a)

9,710

640,826

Deutsche Bank AG

10,021

577,549

Deutsche Boerse AG

2,080

146,332

Deutsche Lufthansa AG (a)

2,410

51,558

Deutsche Post AG

9,037

168,499

Deutsche Postbank AG (a)

949

33,039

Deutsche Telekom AG

30,436

440,865

E.ON AG

19,287

603,830

Fraport AG Frankfurt Airport Services Worldwide

440

27,906

Fresenius Medical Care AG & Co. KGaA

2,063

131,386

Fresenius SE

258

22,764

GEA Group AG

1,706

44,604

Hannover Rueckversicherungs AG

661

33,433

HeidelbergCement AG

1,484

77,610

Common Stocks - continued

Shares

Value

Germany - continued

Henkel AG & Co. KGaA

1,380

$ 68,522

Hochtief AG

477

41,317

Infineon Technologies AG (a)

11,479

90,340

K&S AG

1,524

106,050

Linde AG

1,812

260,829

MAN SE

1,127

123,885

Merck KGaA

687

57,212

Metro AG

1,379

96,631

Munich Re Group

2,027

316,880

Puma AG

69

22,937

RWE AG

4,461

319,674

Salzgitter AG

466

33,452

SAP AG

9,198

479,562

Siemens AG

8,829

1,008,362

Suedzucker AG (Bearer)

418

9,888

Thyssenkrupp AG

3,503

128,875

TUI AG (a)

1,365

15,943

United Internet AG

1,522

27,267

Volkswagen AG

317

41,621

Wacker Chemie AG

172

35,481

TOTAL GERMANY

8,882,563

Greece - 0.2%

Alpha Bank AE (a)

5,355

35,468

Coca-Cola Hellenic Bottling Co. SA

1,967

50,908

EFG Eurobank Ergasias SA (a)

2,627

16,266

Greek Organization of Football Prognostics SA

2,378

44,835

Hellenic Petroleum SA

380

3,046

Hellenic Telecommunications Organization SA

2,163

17,273

National Bank of Greece SA (a)

10,212

112,062

Piraeus Bank SA (a)

3,737

19,447

Public Power Corp. of Greece

1,452

24,346

TOTAL GREECE

323,651

Hong Kong - 2.4%

ASM Pacific Technology Ltd.

1,800

16,232

Bank of East Asia Ltd.

16,200

69,179

Beijing Enterprises Holdings Ltd.

5,000

34,220

BOC Hong Kong (Holdings) Ltd.

40,000

125,399

Cathay Pacific Airways Ltd.

12,000

32,279

Cheung Kong Holdings Ltd.

15,000

228,350

China Agri-Industries Holding Ltd.

19,000

27,650

Common Stocks - continued

Shares

Value

Hong Kong - continued

China Everbright Ltd.

10,000

$ 25,996

China Insurance International Holdings Co. Ltd. (a)

8,400

30,885

China Merchant Holdings International Co. Ltd.

12,052

42,214

China Mobile (Hong Kong) Ltd.

64,500

658,694

China Overseas Land & Investment Ltd.

44,000

92,527

China Resources Enterprise Ltd.

12,000

50,702

China Resources Power Holdings Co. Ltd.

18,000

34,647

China Travel International Investment HK Ltd. (a)

46,000

10,979

China Unicom (Hong Kong) Ltd.

62,000

87,197

Citic Pacific Ltd.

13,000

34,633

CLP Holdings Ltd.

21,000

170,682

CNOOC Ltd.

191,000

398,754

Cosco Pacific Ltd.

20,000

31,221

Esprit Holdings Ltd.

12,569

67,700

Fosun International Ltd.

13,500

11,077

Franshion Properties China Ltd.

34,000

11,010

Fushan International Energy Group Ltd.

26,000

17,442

Guangdong Investment Ltd.

22,000

11,041

Hang Lung Group Ltd.

8,000

53,101

Hang Lung Properties Ltd.

22,000

107,712

Hang Seng Bank Ltd.

8,200

119,965

Henderson Land Development Co. Ltd.

11,036

78,379

Henderson Land Development Co. Ltd. warrants 6/1/11 (a)

600

232

Hong Kong & China Gas Co. Ltd.

46,500

112,062

Hong Kong Electric Holdings Ltd.

15,000

95,307

Hong Kong Exchanges and Clearing Ltd.

10,900

239,902

Hopewell Holdings Ltd.

7,500

23,609

Hutchison Whampoa Ltd.

23,000

226,699

Hysan Development Co. Ltd.

7,000

27,047

Kerry Properties Ltd.

7,500

41,606

Lenovo Group Ltd.

52,000

33,677

Lifestyle International Holdings Ltd.

6,500

15,078

Link (REIT)

23,300

71,843

Mongolia Energy Corp. Ltd. (a)

38,000

14,560

MTR Corp. Ltd.

15,037

57,228

New World Development Co. Ltd.

26,000

51,321

PCCW Ltd.

54,000

20,621

Poly (Hong Kong) Investments Ltd.

23,000

23,679

Shanghai Industrial Holdings Ltd.

5,000

23,029

Shangri-La Asia Ltd.

14,000

31,499

Sino Land Ltd.

18,027

37,630

Sino-Ocean Land Holdings Ltd.

36,500

25,146

Common Stocks - continued

Shares

Value

Hong Kong - continued

Sinotruk Hong Kong Ltd.

4,000

$ 4,608

Sun Hung Kai Properties Ltd.

15,000

256,991

Swire Pacific Ltd. (A Shares)

8,000

113,530

Television Broadcasts Ltd.

4,000

21,313

Wharf Holdings Ltd.

15,000

98,500

Wheelock and Co. Ltd.

9,000

31,524

Wing Hang Bank Ltd.

2,000

23,377

TOTAL HONG KONG

4,401,485

Hungary - 0.1%

Magyar Telekom PLC

5,740

16,554

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

431

45,811

OTP Bank Ltd. (a)

2,485

73,830

Richter Gedeon Ltd.

153

36,444

TOTAL HUNGARY

172,639

India - 1.7%

ABB Ltd. India

4

74

ACC Ltd.

538

11,960

Adani Enterprises Ltd.

1,716

27,272

Aditya Birla Nuvo Ltd.

568

10,489

Ambuja Cements Ltd.

5,613

17,741

Axis Bank Ltd.

2,145

71,188

Bajaj Auto Ltd.

916

31,225

Bharat Heavy Electricals Ltd.

1,233

68,029

Bharat Petroleum Corp. Ltd.

777

12,797

Cairn India Ltd. (a)

4,200

30,407

Cipla Ltd.

3,842

30,593

DLF Ltd.

4,373

34,599

Dr. Reddy's Laboratories Ltd.

1,072

40,251

GAIL India Ltd.

3,922

43,494

GMR Infrastructure Ltd. (a)

12,281

14,823

HCL Technologies Ltd.

1,649

15,022

HDFC Bank Ltd.

2,933

151,187

Hero Honda Motors Ltd.

857

36,064

Hindalco Industries Ltd.

11,201

53,194

Hindustan Unilever Ltd.

9,097

60,482

Housing Development and Infrastructure Ltd. (a)

882

4,925

Housing Development Finance Corp. Ltd.

11,400

176,870

ICICI Bank Ltd.

8,577

226,334

Indiabulls Real Estate Ltd. (a)

4,085

17,639

Infosys Technologies Ltd.

4,903

329,538

Common Stocks - continued

Shares

Value

India - continued

Infrastructure Development Finance Co. Ltd.

9,763

$ 44,063

ITC Ltd.

23,401

90,384

Jaiprakash Associates Ltd.

10,613

28,792

Jindal Steel & Power Ltd.

3,870

60,903

JSW Steel Ltd.

993

30,063

Kotak Mahindra Bank Ltd.

2,834

29,683

Larsen & Toubro Ltd.

2,164

99,000

Mahindra & Mahindra Ltd.

2,729

45,172

Maruti Suzuki India Ltd.

339

11,928

NTPC Ltd.

9,414

41,479

Oil & Natural Gas Corp. Ltd.

2,034

59,841

Piramal Healthcare Ltd.

1,296

13,954

Ranbaxy Laboratories Ltd. (a)

989

12,936

Reliance Capital Ltd.

898

16,489

Reliance Communication Ltd.

6,416

26,069

Reliance Industries Ltd.

13,939

344,741

Reliance Infrastructure Ltd.

1,239

28,959

Reliance Natural Resource Ltd. (a)

2,855

2,483

Rural Electrification Corp. Ltd.

2,923

24,442

Satyam Computer Services Ltd. (a)

7,950

14,179

Sesa Goa Ltd.

3,980

28,877

Siemens India Ltd.

1,020

18,813

State Bank of India

678

48,192

Steel Authority of India Ltd.

5,669

24,831

Sterlite Industries (India) Ltd.

13,649

52,358

Sun Pharmaceutical Industries Ltd.

711

33,846

Suzlon Energy Ltd. (a)

8,046

10,065

Tata Consultancy Services Ltd.

4,992

118,580

Tata Motors Ltd.

2,662

69,888

Tata Power Co. Ltd.

1,075

33,889

Tata Steel Ltd.

2,952

39,253

Ultratech Cement Ltd.

42

1,042

Unitech Ltd.

14,158

27,725

United Phosphorous Ltd.

2,475

11,128

United Spirits Ltd.

888

29,954

Wipro Ltd.

5,090

48,275

Zee Entertainment Enterprises Ltd.

2,185

13,615

Zee Learn Ltd. (a)

546

160

TOTAL INDIA

3,152,248

Indonesia - 0.5%

PT Adaro Energy Tbk

115,500

27,138

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Aneka Tambang Tbk

39,500

$ 11,270

PT Astra Agro Lestari Tbk

4,000

11,144

PT Astra International Tbk

21,500

137,119

PT Bank Central Asia Tbk

130,500

102,210

PT Bank Danamon Indonesia Tbk Series A

26,000

19,491

PT Bank Mandiri (Persero) Tbk

77,000

60,308

PT Bank Negara Indonesia (Persero) Tbk

32,000

13,964

PT Bank Rakyat Indonesia Tbk

58,500

74,618

PT Bumi Resources Tbk

182,500

45,434

PT Gudang Garam Tbk

6,000

32,022

PT Indo Tambangraya Megah Tbk

3,500

17,701

PT Indocement Tunggal Prakarsa Tbk

16,000

32,761

PT Indofood Sukses Makmur Tbk

54,000

31,418

PT Indosat Tbk

19,500

13,091

PT International Nickel Indonesia Tbk

31,500

16,741

PT Perusahaan Gas Negara Tbk Series B

112,500

50,979

PT Semen Gresik (Persero) Tbk

32,000

35,088

PT Tambang Batubbara Bukit Asam Tbk

10,500

23,085

PT Telkomunikasi Indonesia Tbk Series B

106,000

107,609

PT Unilever Indonesia Tbk

17,000

33,192

PT United Tractors Tbk

15,500

38,501

TOTAL INDONESIA

934,884

Ireland - 0.2%

Bank of Ireland (a)

36,466

27,229

CRH PLC

7,585

130,985

Elan Corp. PLC (a)

5,628

31,225

James Hardie Industries NV unit (a)

4,894

25,842

Kerry Group PLC Class A

1,505

55,390

Ryanair Holdings PLC

3,380

19,475

TOTAL IRELAND

290,146

Isle of Man - 0.1%

Genting International PLC (a)

65,000

108,978

Israel - 0.5%

Bank Hapoalim BM (Reg.) (a)

10,489

47,583

Bank Leumi le-Israel BM

12,521

57,662

Bezeq Israeli Telecommunication Corp. Ltd.

18,241

48,375

Cellcom Israel Ltd.

119

4,021

Cellcom Israel Ltd. (Israel)

293

9,898

Delek Group Ltd.

40

11,059

Discount Investment Corp. Ltd.

153

3,498

Common Stocks - continued

Shares

Value

Israel - continued

Elbit Systems Ltd. (Israel)

143

$ 7,644

Elbit Systems Ltd.

154

8,336

Israel Chemicals Ltd.

4,723

72,242

Israel Corp. Ltd. (Class A) (a)

28

30,041

Israel Discount Bank Ltd. (Class A) (a)

5,159

10,529

Makhteshim-Agan Industries

2,646

13,299

Mizrahi Tefahot Bank Ltd.

1,165

10,897

Nice Systems Ltd. (a)

544

17,961

Nice Systems Ltd. sponsored ADR (a)

274

9,176

Ormat Industries Ltd.

833

6,657

Partner Communications Co. Ltd.

841

17,081

Teva Pharmaceutical Industries Ltd.

4,700

243,781

Teva Pharmaceutical Industries Ltd. sponsored ADR

5,278

273,928

TOTAL ISRAEL

903,668

Italy - 1.7%

A2A SpA

9,646

15,717

Assicurazioni Generali SpA

12,583

275,761

Atlantia SpA

2,569

58,696

Autogrill SpA (a)

1,091

14,543

Banca Carige SpA

5,261

12,738

Banca Monte dei Paschi di Siena SpA (a)

23,547

33,125

Banca Popolare di Milano

4,733

22,112

Banco Popolare Societa Cooperativa

6,698

35,998

Enel SpA

70,957

405,053

ENI SpA

27,979

629,854

EXOR SpA

557

14,315

Fiat SpA

8,212

138,947

Finmeccanica SpA

4,209

58,742

Intesa Sanpaolo SpA

82,254

289,278

Intesa Sanpaolo SpA (Risparmio Shares)

10,683

29,269

Luxottica Group SpA

1,253

36,998

Mediaset SpA

8,000

58,997

Mediobanca SpA

4,965

51,434

Mediolanum SpA

2,301

10,814

Parmalat SpA

18,041

49,604

Pirelli & C SpA

2,170

18,524

Pirelli & C. Real Estate SpA (a)

2,170

1,273

Prysmian SpA

1,925

37,312

Saipem SpA

2,833

125,867

Snam Rete Gas SpA

15,781

85,473

Telecom Italia SpA

99,814

153,152

Common Stocks - continued

Shares

Value

Italy - continued

Terna SpA

14,242

$ 65,693

UniCredit SpA

144,778

377,318

Unione di Banche Italiane SCpA

6,385

67,388

TOTAL ITALY

3,173,995

Japan - 13.1%

77 Bank Ltd.

5,000

23,611

ABC-Mart, Inc.

300

10,204

ACOM Co. Ltd.

230

2,638

Advantest Corp.

1,700

32,289

Aeon Co. Ltd.

6,300

74,197

Aeon Credit Service Co. Ltd.

800

9,206

Aeon Mall Co. Ltd.

800

18,770

Air Water, Inc.

2,000

23,338

Aisin Seiki Co. Ltd.

2,000

62,806

Ajinomoto Co., Inc.

7,000

66,710

Alfresa Holdings Corp.

500

21,033

All Nippon Airways Ltd. (a)

9,000

34,045

Amada Co. Ltd.

4,000

26,345

Aozora Bank Ltd.

3,000

5,033

Asahi Breweries Ltd.

4,100

82,694

Asahi Glass Co. Ltd.

11,000

105,521

Asahi Kasei Corp.

13,000

76,478

Asics Corp.

2,000

21,598

Astellas Pharma, Inc.

4,700

174,849

Bank of Kyoto Ltd.

4,000

35,790

Bank of Yokohama Ltd.

13,000

63,740

Benesse Corp.

800

38,424

Bridgestone Corp.

7,000

125,309

Brother Industries Ltd.

2,600

33,215

Canon Marketing Japan, Inc.

900

11,218

Canon, Inc.

12,200

561,606

Casio Computer Co. Ltd.

2,200

15,430

Central Japan Railway Co.

16

121,021

Chiba Bank Ltd.

8,000

49,391

Chiyoda Corp.

2,000

16,567

Chubu Electric Power Co., Inc.

7,000

176,906

Chugai Pharmaceutical Co. Ltd.

2,300

40,325

Chugokun Electric Power Co.

3,100

62,562

Chuo Mitsui Trust Holdings, Inc.

10,000

36,076

Citizen Holdings Co. Ltd.

2,900

16,667

Coca-Cola West Co. Ltd.

800

12,238

Common Stocks - continued

Shares

Value

Japan - continued

Cosmo Oil Co. Ltd.

8,000

$ 21,573

Credit Saison Co. Ltd.

1,800

25,531

Dai Nippon Printing Co. Ltd.

6,000

75,686

Dai-ichi Mutual Life Insurance Co.

85

103,094

Daicel Chemical Industries Ltd.

3,000

20,877

Daido Steel Co. Ltd.

4,000

20,380

Daihatsu Motor Co. Ltd.

2,000

27,041

Daiichi Sankyo Kabushiki Kaisha

7,200

152,580

Daikin Industries Ltd.

2,500

86,978

Dainippon Sumitomo Pharma Co. Ltd.

1,600

14,450

Daito Trust Construction Co. Ltd.

800

48,316

Daiwa House Industry Co. Ltd.

5,000

53,882

Daiwa Securities Group, Inc.

17,000

69,313

DeNA Co. Ltd.

900

23,286

Denki Kagaku Kogyo KK

6,000

26,406

Denso Corp.

5,200

161,710

Dentsu, Inc.

1,700

40,059

Dowa Holdings Co. Ltd.

3,000

18,215

East Japan Railway Co.

3,700

228,488

Eisai Co. Ltd.

2,700

92,887

Electric Power Development Co. Ltd.

1,200

35,566

Elpida Memory, Inc. (a)

2,200

22,555

FamilyMart Co. Ltd.

700

24,844

Fanuc Ltd.

2,100

304,016

Fast Retailing Co. Ltd.

600

78,595

Fuji Electric Holdings Co. Ltd.

5,000

11,927

Fuji Heavy Industries Ltd. (a)

6,000

41,349

Fuji Media Holdings, Inc.

3

3,974

Fujifilm Holdings Corp.

4,900

163,472

Fujitsu Ltd.

20,000

136,429

Fukuoka Financial Group, Inc.

8,000

31,028

Furukawa Electric Co. Ltd.

7,000

26,085

GS Yuasa Corp.

4,000

26,677

Gunma Bank Ltd.

4,000

20,082

Hakuhodo DY Holdings, Inc.

240

12,019

Hamamatsu Photonics KK

500

16,168

Hankyu Hanshin Holdings, Inc.

12,000

57,562

Hino Motors Ltd.

3,000

12,961

Hirose Electric Co. Ltd.

400

40,263

Hiroshima Bank Ltd.

6,000

24,531

Hisamitsu Pharmaceutical Co., Inc.

700

28,706

Hitachi Chemical Co. Ltd.

1,300

24,152

Common Stocks - continued

Shares

Value

Japan - continued

Hitachi Construction Machinery Co. Ltd.

1,200

$ 25,515

Hitachi High-Technologies Corp.

800

15,549

Hitachi Ltd. (a)

48,000

216,943

Hitachi Metals Ltd.

2,000

22,791

Hokkaido Electric Power Co., Inc.

1,900

39,974

Hokuhoku Financial Group, Inc.

14,000

25,923

Hokuriku Electric Power Co., Inc.

1,800

43,686

Honda Motor Co. Ltd.

17,700

638,063

Hoya Corp.

4,600

107,583

Ibiden Co. Ltd.

1,300

32,019

Idemitsu Kosan Co. Ltd.

200

16,826

INPEX Corp.

23

119,778

Isetan Mitsukoshi Holdings Ltd.

3,900

43,032

Ishikawajima-Harima Heavy Industries Co. Ltd.

15,000

28,487

Isuzu Motors Ltd.

13,000

49,932

Ito En Ltd.

700

11,248

Itochu Corp.

16,000

140,229

ITOCHU Techno-Solutions Corp.

300

10,234

Iyo Bank Ltd.

3,000

22,369

J Front Retailing Co. Ltd.

6,000

30,751

JAFCO Co. Ltd.

400

8,361

Japan Petroleum Exploration Co. Ltd.

400

15,285

Japan Prime Realty Investment Corp.

6

14,905

Japan Real Estate Investment Corp.

5

48,155

Japan Retail Fund Investment Corp.

19

29,679

Japan Steel Works Ltd.

3,000

28,623

Japan Tobacco, Inc.

48

149,121

JFE Holdings, Inc.

4,900

152,804

JGC Corp.

2,000

38,253

Joyo Bank Ltd.

7,000

30,446

JS Group Corp.

2,600

51,179

JSR Corp.

2,000

34,622

JTEKT Corp.

1,700

17,032

Jupiter Telecommunications Co.

27

29,225

JX Holdings, Inc. (a)

23,810

139,954

Kajima Corp.

10,000

23,449

Kamigumi Co. Ltd.

3,000

23,450

Kaneka Corp.

3,000

18,566

Kansai Electric Power Co., Inc.

8,200

207,544

Kansai Paint Co. Ltd.

2,000

18,665

Kao Corp.

5,800

147,418

Kawasaki Heavy Industries Ltd.

15,000

41,416

Common Stocks - continued

Shares

Value

Japan - continued

Kawasaki Kisen Kaisha Ltd. (a)

8,000

$ 31,064

KDDI Corp.

31

167,116

Keihin Electric Express Railway Co. Ltd.

5,000

47,285

Keio Corp.

6,000

41,951

Keisei Electric Railway Co.

3,000

20,032

Keyence Corp.

400

99,167

Kikkoman Corp.

2,000

21,554

Kinden Corp.

2,000

17,199

Kintetsu Corp. (d)

17,000

53,871

Kirin Holdings Co. Ltd.

9,000

123,333

Kobe Steel Ltd.

26,000

57,142

Koito Manufacturing Co. Ltd.

1,000

13,086

Komatsu Ltd.

10,100

246,858

Konami Corp.

900

15,838

Konica Minolta Holdings, Inc.

5,000

48,315

Kubota Corp.

12,000

106,417

Kuraray Co. Ltd.

3,600

51,560

Kurita Water Industries Ltd.

1,200

31,197

Kyocera Corp.

1,700

169,426

Kyowa Hakko Kirin Co., Ltd.

3,000

29,417

Kyushu Electric Power Co., Inc.

4,100

97,163

Lawson, Inc.

700

31,838

Mabuchi Motor Co. Ltd.

200

10,600

Makita Corp.

1,200

42,202

Marubeni Corp.

17,000

106,793

Marui Group Co. Ltd.

2,100

16,502

Maruichi Steel Tube Ltd.

700

13,857

Matsui Securities Co. Ltd.

1,900

10,746

Mazda Motor Corp.

16,000

40,663

McDonald's Holdings Co. (Japan) Ltd.

800

20,311

Medipal Holdings Corp.

1,300

15,186

Meiji Holdings Co. Ltd.

700

32,311

Minebea Ltd.

3,000

16,474

Mitsubishi Chemical Holdings Corp.

12,500

64,295

Mitsubishi Corp.

14,500

348,285

Mitsubishi Electric Corp.

21,000

196,815

Mitsubishi Estate Co. Ltd.

13,000

227,740

Mitsubishi Gas Chemical Co., Inc.

4,000

24,755

Mitsubishi Heavy Industries Ltd.

32,000

116,321

Mitsubishi Logistics Corp.

1,000

12,094

Mitsubishi Materials Corp. (a)

12,000

37,566

Mitsubishi Motors Corp. of Japan (a)

41,000

48,705

Common Stocks - continued

Shares

Value

Japan - continued

Mitsubishi Tanabe Pharma Corp.

2,000

$ 32,708

Mitsubishi UFJ Financial Group, Inc.

136,500

633,497

Mitsubishi UFJ Lease & Finance Co. Ltd.

690

23,083

Mitsui & Co. Ltd.

18,600

292,530

Mitsui Chemicals, Inc.

10,000

29,293

Mitsui Engineering & Shipbuilding Co.

9,000

20,326

Mitsui Fudosan Co. Ltd.

9,000

170,192

Mitsui Mining & Smelting Co. Ltd.

8,000

24,399

Mitsui OSK Lines Ltd.

12,000

76,744

Mitsumi Electric Co. Ltd.

700

11,902

Mizuho Financial Group, Inc.

214,600

311,238

Mizuho Securities Co. Ltd.

6,000

12,749

Mizuho Trust & Banking Co. Ltd. (a)

18,000

16,072

MS&AD Insurance Group Holdings, Inc.

5,690

136,315

Murata Manufacturing Co. Ltd.

2,200

123,711

Namco Bandai Holdings, Inc.

2,300

21,208

NEC Corp.

27,000

75,126

NGK Insulators Ltd.

3,000

45,421

NGK Spark Plug Co. Ltd.

2,000

27,886

NHK Spring Co. Ltd.

2,000

16,975

Nidec Corp.

1,200

118,502

Nikon Corp.

3,300

62,323

Nintendo Co. Ltd.

1,100

285,013

Nippon Building Fund, Inc.

5

48,962

Nippon Electric Glass Co. Ltd.

4,000

51,415

Nippon Express Co. Ltd.

9,000

35,760

Nippon Meat Packers, Inc.

2,000

23,254

Nippon Paper Group, Inc.

1,100

27,929

Nippon Sheet Glass Co. Ltd.

10,000

21,945

Nippon Steel Corp.

54,000

169,729

Nippon Telegraph & Telephone Corp.

5,600

252,562

Nippon Yusen KK

16,000

67,118

Nishi-Nippon City Bank Ltd.

8,000

21,872

Nissan Chemical Industries Co. Ltd.

1,700

19,520

Nissan Motor Co. Ltd. (a)

26,700

234,661

Nissha Printing Co. Ltd.

400

8,828

Nisshin Seifun Group, Inc.

2,000

24,763

Nisshin Steel Co. Ltd.

8,000

14,415

Nisshinbo Holdings, Inc.

1,000

10,123

Nissin Food Holdings Co. Ltd.

700

25,366

Nitori Holdings Co. Ltd.

400

35,193

Nitto Denko Corp.

1,700

63,589

Common Stocks - continued

Shares

Value

Japan - continued

NKSJ Holdings, Inc.

14,800

$ 101,707

NOK Corp.

1,000

17,858

Nomura Holdings, Inc.

37,700

193,732

Nomura Real Estate Holdings, Inc.

800

12,278

Nomura Real Estate Office Fund, Inc.

4

24,581

Nomura Research Institute Ltd.

1,300

24,507

NSK Ltd.

5,000

37,802

NTN Corp.

6,000

27,139

NTT Data Corp.

13

39,973

NTT DoCoMo, Inc.

165

278,136

NTT Urban Development Co.

12

11,005

Obayashi Corp.

7,000

28,520

Obic Co. Ltd.

70

12,927

Odakyu Electric Railway Co. Ltd.

7,000

64,517

Oji Paper Co. Ltd.

9,000

41,516

Olympus Corp.

2,300

60,264

Omron Corp.

2,100

48,749

Ono Pharmaceutical Co. Ltd.

900

38,250

Oracle Corp. Japan

400

18,193

Oriental Land Co. Ltd.

500

48,465

ORIX Corp.

1,110

101,248

Osaka Gas Co. Ltd.

21,000

79,305

Otsuka Corp.

200

12,700

Panasonic Corp.

21,000

306,123

Rakuten, Inc.

76

58,556

Resona Holdings, Inc.

6,400

50,903

Ricoh Co. Ltd.

7,000

97,920

Rinnai Corp.

400

24,357

ROHM Co. Ltd.

1,000

62,384

Sankyo Co. Ltd. (Gunma)

500

26,656

Santen Pharmaceutical Co. Ltd.

800

27,618

Sapporo Breweries Ltd.

3,000

11,805

Sapporo Hokuyo Holdings, Inc.

3,000

12,377

SBI Holdings, Inc.

221

27,024

Secom Co. Ltd.

2,200

100,095

Sega Sammy Holdings, Inc.

2,100

34,291

Seiko Epson Corp.

1,500

23,916

Sekisui Chemical Co. Ltd.

4,000

25,450

Sekisui House Ltd.

6,000

56,390

Senshu Ikeda Holdings, Inc.

6,200

8,244

Seven & i Holdings Co., Ltd.

8,100

188,026

Seven Bank Ltd.

8

14,405

Common Stocks - continued

Shares

Value

Japan - continued

Sharp Corp.

11,000

$ 108,662

Shikoku Electric Power Co., Inc.

1,800

53,260

Shimadzu Corp.

3,000

22,555

Shimamura Co. Ltd.

200

19,187

SHIMANO, Inc.

700

34,970

SHIMIZU Corp.

7,000

27,022

Shin-Etsu Chemical Co., Ltd.

4,400

222,490

Shinko Electric Industries Co.Ltd.

1,000

9,730

Shinsei Bank Ltd. (a)

10,000

7,925

Shionogi & Co. Ltd.

3,100

54,109

Shiseido Co. Ltd.

3,600

75,159

Shizuoka Bank Ltd.

6,000

51,373

Showa Denko KK

16,000

29,255

Showa Shell Sekiyu KK

1,800

15,154

SMC Corp.

600

91,711

SOFTBANK CORP.

8,700

279,401

Sojitz Corp.

14,300

26,285

Sony Corp.

10,800

364,900

Sony Financial Holdings, Inc.

9

31,316

Square Enix Holdings Co. Ltd.

800

16,732

Stanley Electric Co. Ltd.

1,700

28,541

Sumco Corp. (a)

1,500

23,196

Sumitomo Chemical Co. Ltd.

17,000

74,116

Sumitomo Corp.

12,000

151,930

Sumitomo Electric Industries Ltd.

7,900

100,526

Sumitomo Heavy Industries Ltd.

6,000

34,102

Sumitomo Metal Industries Ltd.

35,000

81,234

Sumitomo Metal Mining Co. Ltd.

5,000

79,567

Sumitomo Mitsui Financial Group, Inc.

14,400

429,808

Sumitomo Realty & Development Co. Ltd.

4,000

87,135

Sumitomo Rubber Industries Ltd.

2,200

23,703

Sumitomo Trust & Banking Co. Ltd.

15,000

81,897

Suzuken Co. Ltd.

700

22,017

Suzuki Motor Corp.

3,600

87,864

Sysmex Corp.

400

27,439

T&D Holdings, Inc.

2,850

58,195

Taiheiyo Cement Corp. (a)

11,000

11,874

Taisei Corp.

13,000

27,755

Taisho Pharmaceutical Co. Ltd.

1,000

21,026

Taiyo Nippon Sanso Corp.

3,000

24,121

Takashimaya Co. Ltd.

3,000

22,583

Takeda Pharmaceutical Co. Ltd.

8,100

379,698

Common Stocks - continued

Shares

Value

Japan - continued

TDK Corp.

1,300

$ 74,171

Teijin Ltd.

10,000

37,026

Terumo Corp.

1,800

91,410

The Chugoku Bank Ltd.

2,000

23,214

The Hachijuni Bank Ltd.

4,000

20,579

The Suruga Bank Ltd.

2,000

18,044

THK Co. Ltd.

1,400

26,932

Tobu Railway Co. Ltd.

8,000

44,922

Toho Co. Ltd.

1,300

20,093

Toho Gas Co. Ltd.

4,000

21,126

Tohoku Electric Power Co., Inc.

4,600

103,296

Tokio Marine Holdings, Inc.

7,800

219,304

Tokuyama Corp.

4,000

21,921

Tokyo Electric Power Co.

15,100

360,560

Tokyo Electron Ltd.

1,800

101,562

Tokyo Gas Co. Ltd.

28,000

131,737

Tokyo Steel Manufacturing Co. Ltd.

900

8,925

Tokyo Tatemono Co. Ltd.

4,000

16,118

Tokyu Corp.

12,000

53,642

Tokyu Land Corp.

4,000

18,229

TonenGeneral Sekiyu KK

3,000

26,730

Toppan Printing Co. Ltd.

6,000

48,197

Toray Industries, Inc.

15,000

86,901

Toshiba Corp. (a)

43,000

215,221

Tosoh Corp.

7,000

18,723

Toto Ltd.

3,000

19,931

Toyo Seikan Kaisha Ltd.

1,600

27,302

Toyo Suisan Kaisha Ltd.

1,000

21,449

Toyoda Gosei Co. Ltd.

600

12,929

Toyota Boshoku Corp.

700

11,865

Toyota Industries Corp.

1,900

53,598

Toyota Motor Corp.

29,600

1,048,440

Toyota Tsusho Corp.

2,300

35,607

Trend Micro, Inc.

1,000

28,293

Tsumura & Co.

800

24,615

Ube Industries Ltd.

9,000

22,080

Uni-Charm Corp.

1,200

45,856

UNY Co. Ltd.

1,900

15,833

Ushio, Inc.

1,300

21,664

USS Co. Ltd.

200

15,559

West Japan Railway Co.

18

66,825

Yahoo! Japan Corp.

154

53,756

Common Stocks - continued

Shares

Value

Japan - continued

Yakult Honsha Co. Ltd.

1,000

$ 29,241

Yamada Denki Co. Ltd.

860

55,894

Yamaguchi Financial Group, Inc.

2,000

18,168

Yamaha Corp.

1,400

17,129

Yamaha Motor Co. Ltd. (a)

2,700

41,471

Yamato Holdings Co. Ltd.

4,100

51,688

Yamato Kogyo Co. Ltd.

400

10,260

Yamazaki Baking Co. Ltd.

1,000

12,191

Yaskawa Electric Corp.

2,000

15,633

Yokogawa Electric Corp.

2,500

16,401

TOTAL JAPAN

23,799,610

Korea (South) - 2.8%

Amorepacific Corp.

34

31,445

Busan Bank

1,410

17,554

Celltrion, Inc. (a)

510

11,293

Cheil Industries, Inc.

475

39,875

CJ CheilJedang Corp.

74

14,247

Daegu Bank Co. Ltd.

1,160

15,216

Daelim Industrial Co.

362

29,488

Daewoo Engineering & Construction Co. Ltd.

1,120

10,508

Daewoo International Corp.

512

15,936

Daewoo Securities Co. Ltd.

1,360

29,510

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

1,010

26,900

DC Chemical Co. Ltd.

157

46,213

Dongbu Insurance Co. Ltd.

520

18,358

Dongkuk Steel Mill Co. Ltd.

540

12,438

Doosan Co. Ltd.

95

12,799

Doosan Heavy Industries & Construction Co. Ltd.

457

36,007

Doosan Infracore Co. Ltd. (a)

850

21,014

Glovis Co. Ltd.

151

21,418

GS Engineering & Construction Corp.

388

32,952

GS Holdings Corp.

580

30,431

Hana Financial Group, Inc.

2,010

57,109

Hanjin Heavy Industries & Consolidated Co. Ltd.

430

16,405

Hanjin Shipping Co. Ltd. (a)

9

250

Hanjin Shipping Holdings Co. Ltd. (a)

12

172

Hankook Tire Co. Ltd.

680

17,688

Hanwha Chemical Corp.

750

20,376

Hanwha Corp.

570

21,518

HITE Brewery Co. Ltd.

30

3,348

Honam Petrochemical Corp.

162

35,728

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hynix Semiconductor, Inc. (a)

5,300

$ 109,111

Hyosung Corp.

277

30,791

Hyundai Department Store Co. Ltd.

138

15,279

Hyundai Engineering & Construction Co. Ltd.

696

46,606

Hyundai Heavy Industries Co. Ltd.

404

131,673

Hyundai Industrial Development & Construction Co.

580

16,299

Hyundai Mipo Dockyard Co. Ltd.

107

17,889

Hyundai Mobis

731

182,019

Hyundai Motor Co.

1,669

252,317

Hyundai Securities Co. Ltd.

1,520

19,870

Hyundai Steel Co.

580

56,221

Industrial Bank of Korea

1,910

27,431

Kangwon Land, Inc.

870

20,464

KB Financial Group, Inc.

3,149

140,303

KB Financial Group, Inc. ADR

362

16,254

KCC Corp.

65

21,561

Kia Motors Corp.

2,520

100,621

Korea Electric Power Corp. (a)

2,450

64,528

Korea Electric Power Corp. sponsored ADR (a)(d)

520

6,869

Korea Exchange Bank

2,730

32,532

Korea Gas Corp.

263

10,794

Korea Investment Holdings Co. Ltd.

360

11,349

Korea Life Insurance Co. Ltd.

1,500

10,391

Korea Zinc Co. Ltd.

105

26,472

Korean Air Lines Co. Ltd. (a)

433

27,570

KT Corp.

900

35,484

KT Corp. sponsored ADR (d)

880

18,207

KT&G Corp.

1,145

70,360

LG Chemical Ltd.

498

153,674

LG Corp.

1,007

72,088

LG Display Co. Ltd.

2,230

76,519

LG Display Co. Ltd. sponsored ADR

460

7,917

LG Electronics, Inc.

1,025

90,331

LG Household & Health Care Ltd.

90

30,013

LG Innotek Co. Ltd.

101

11,721

LG Telecom Ltd.

3,058

19,852

Lotte Confectionery Co. Ltd.

8

8,751

Lotte Shopping Co. Ltd.

106

43,409

LS Cable Ltd.

168

17,032

LS Industrial Systems Ltd.

134

10,761

Mirae Asset Securities Co. Ltd.

206

10,790

NCsoft Corp.

155

34,115

Common Stocks - continued

Shares

Value

Korea (South) - continued

NHN Corp. (a)

432

$ 76,642

POSCO

614

253,584

POSCO sponsored ADR (d)

336

34,924

S-Oil Corp.

487

30,056

S1 Corp.

240

13,233

Samsung C&T Corp.

1,314

77,122

Samsung Card Co. Ltd.

499

23,918

Samsung Electro-Mechanics Co. Ltd.

635

69,740

Samsung Electronics Co. Ltd.

1,051

696,305

Samsung Electronics Co. Ltd.:

GDR

268

89,458

GDR (e)

56

13,720

Samsung Engineering Co. Ltd.

313

49,963

Samsung Fire & Marine Insurance Co. Ltd.

375

64,362

Samsung Heavy Industries Ltd.

1,680

47,136

Samsung Life Insurance Co. Ltd.

526

47,010

Samsung SDI Co. Ltd.

361

49,599

Samsung Securities Co. Ltd.

538

30,811

Samsung Techwin Co. Ltd.

392

36,603

Seoul Semiconductor Co. Ltd.

423

14,708

Shinhan Financial Group Co. Ltd.

3,860

149,491

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

225

17,498

Shinsegae Co. Ltd.

149

75,659

SK Broadband Co., Ltd. (a)

2,460

12,338

SK C&C Co. Ltd.

201

17,249

SK Energy Co. Ltd.

636

85,403

SK Holdings Co. Ltd.

290

30,173

SK Networks Co. Ltd.

1,050

10,084

SK Telecom Co. Ltd.

331

50,414

SK Telecom Co. Ltd. sponsored ADR (d)

750

13,823

STX Pan Ocean Co. Ltd. (Korea)

970

10,308

Tong Yang Securities, Inc.

1,290

13,020

Woongjin Coway Co. Ltd.

630

22,886

Woori Finance Holdings Co. Ltd.

2,960

37,247

Woori Investment & Securities Co. Ltd.

1,040

18,358

Yuhan Corp.

68

9,645

TOTAL KOREA (SOUTH)

5,044,924

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

9,149

295,972

Kernel Holding SA (a)

275

6,034

Millicom International Cellular SA unit

812

76,684

Common Stocks - continued

Shares

Value

Luxembourg - continued

SES SA FDR (France) unit

3,180

$ 81,483

Tenaris SA

5,043

104,555

TOTAL LUXEMBOURG

564,728

Malaysia - 0.6%

AirAsia Bhd (a)

10,000

7,940

AMMB Holdings Bhd

18,600

37,786

Axiata Group Bhd (a)

26,100

37,669

Berjaya Group Bhd

10,000

3,472

Berjaya Retail Bhd (a)

1,300

178

Berjaya Sports Toto Bhd

7,300

9,785

British American Tobacco (Malaysia) Bhd

1,600

23,925

Bumiputra-Commerce Holdings Bhd

41,600

110,853

Bursa Malaysia Bhd

4,800

13,254

DiGi.com Bhd

3,800

30,952

Gamuda Bhd

17,600

21,498

Gamuda Bhd warrants 5/25/15 (a)

275

131

Genting Bhd

23,300

78,191

Genting Malaysia Bhd

31,200

35,101

Genting Plantations Bhd

2,900

8,007

Hong Leong Bank BHD

4,800

14,102

Hong Leong Credit BHD

2,600

7,622

IGB Corp. Bhd

4,000

2,572

IJM Corp. Bhd

13,300

24,069

IOI Corp. Bhd

34,200

63,981

Kuala Lumpur Kepong Bhd

5,300

33,732

Lafarge Malayan Cement Bhd

5,000

12,858

Malayan Banking Bhd

34,000

98,361

Malaysian Airline System Bhd (a)

4,900

3,465

Malaysian Plantations Bhd

9,900

10,438

Maxis Bhd

22,900

38,940

MISC Bhd

11,800

33,302

MMC Corp. Bhd

4,500

4,455

Parkson Holdings Bhd

6,407

12,213

Petronas Dagangan BHD

3,500

12,285

Petronas Gas BHD

4,300

15,536

PLUS Expressways Bhd

18,000

25,458

PPB Group Bhd

4,700

29,007

Public Bank Bhd

42

172

Public Bank Bhd (For. Reg.)

11,100

45,527

RHB Capital BHD

4,600

11,873

Sime Darby Bhd

28,200

80,040

Common Stocks - continued

Shares

Value

Malaysia - continued

SP Setia Bhd

8,700

$ 14,514

Telekom Malaysia Bhd

9,000

9,836

Tenaga Nasional BHD

20,400

57,705

UMW Holdings Bhd

4,900

10,679

YTL Corp. Bhd

8,700

22,093

YTL Power International Bhd

19,200

14,442

TOTAL MALAYSIA

1,128,019

Mauritius - 0.0%

Golden Agri-Resources Ltd.

72,000

36,159

Mexico - 0.9%

Alfa SA de CV Series A

3,400

28,193

America Movil SAB de CV Series L

213,223

611,157

Cemex SA de CV unit

98,024

85,877

Coca-Cola FEMSA SAB de CV Series L

3,200

25,583

Desarrolladora Homex SAB de CV (a)

2,100

11,783

Fomento Economico Mexicano SAB de CV unit

23,000

126,597

Grupo Aeroportuario del Pacifico SA de CV Series B

4,700

17,486

Grupo Bimbo Sab de CV Series A

3,900

30,062

Grupo Carso SA de CV Series A1

6,300

36,273

Grupo Elektra SA de CV

800

30,009

Grupo Financiero Banorte SAB de CV Series O

15,000

63,969

Grupo Financiero Inbursa SAB de CV Series O

8,900

38,503

Grupo Mexico SA de CV Series B

40,500

133,169

Grupo Modelo SAB de CV Series C

6,700

37,519

Grupo Televisa SA de CV

24,700

110,936

Industrias Penoles SA de CV

1,130

32,011

Kimberly-Clark de Mexico SA de CV Series A

5,600

35,140

Mexichem SAB de CV

9,700

30,677

Telefonos de Mexico SA de CV Series L

55,200

42,683

Urbi, Desarrollos Urbanos, SA de CV (a)

4,900

10,438

Wal-Mart de Mexico SA de CV Series V

67,500

184,620

TOTAL MEXICO

1,722,685

Morocco - 0.0%

Attijariwafa Bank

331

13,784

Douja Promotion Groupe Addoha SA

1,035

13,806

Maroc Telecom

1,797

33,309

TOTAL MOROCCO

60,899

Netherlands - 1.8%

AEGON NV (a)

16,635

105,402

Common Stocks - continued

Shares

Value

Netherlands - continued

Akzo Nobel NV

2,487

$ 147,626

ASML Holding NV (Netherlands)

4,582

151,855

Corio NV

625

45,900

Delta Lloyd NV

730

15,069

European Aeronautic Defence and Space Co. EADS NV (a)

4,364

114,675

Fugro NV (Certificaten Van Aandelen) unit

699

49,438

Heineken Holding NV (A Shares)

1,215

52,308

Heineken NV (Bearer)

2,785

141,134

ING Groep NV (Certificaten Van Aandelen) unit (a)

41,035

438,911

Koninklijke Ahold NV

12,914

178,434

Koninklijke Boskalis Westminster NV

760

30,773

Koninklijke KPN NV

17,417

290,819

Koninklijke Philips Electronics NV

10,611

323,579

QIAGEN NV (a)

2,400

45,467

Randstad Holdings NV (a)

1,165

55,440

Reed Elsevier NV

7,345

95,928

Royal DSM NV

1,655

88,475

SBM Offshore NV

1,824

37,207

STMicroelectronics NV

6,515

57,117

TNT NV

4,006

106,466

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

17,534

520,577

Vopak NV

752

37,607

Wolters Kluwer NV (Certificaten Van Aandelen)

3,150

71,641

TOTAL NETHERLANDS

3,201,848

New Zealand - 0.1%

Auckland International Airport Ltd.

7,814

12,510

Contact Energy Ltd. (a)

4,115

18,352

Fletcher Building Ltd.

6,537

40,914

Sky City Entertainment Group Ltd.

8,009

18,439

Telecom Corp. of New Zealand Ltd.

21,143

33,000

TOTAL NEW ZEALAND

123,215

Norway - 0.5%

Aker Solutions ASA

1,955

29,762

DnB NOR ASA

10,443

143,297

Norsk Hydro ASA

9,487

58,062

Orkla ASA (A Shares)

8,350

80,802

Renewable Energy Corp. ASA (a)

4,063

14,143

StatoilHydro ASA

12,051

263,095

Common Stocks - continued

Shares

Value

Norway - continued

Telenor ASA

8,872

$ 143,014

Yara International ASA

2,013

105,815

TOTAL NORWAY

837,990

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

2,040

108,202

Philippines - 0.1%

Ayala Corp.

2,270

21,271

Ayala Land, Inc.

64,300

25,031

Banco de Oro Universal Bank

9,600

13,650

Bank of the Philippine Islands (BPI)

13,656

18,670

Globe Telecom, Inc.

250

5,245

Jollibee Food Corp.

3,980

8,210

Manila Electric Co.

5,500

28,333

Metropolitan Bank & Trust Co.

7,810

14,264

Philippine Long Distance Telephone Co.

390

24,316

PNOC Energy Development Corp.

35,000

4,895

SM Investments Corp.

2,240

28,457

SM Prime Holdings, Inc.

41,300

11,514

TOTAL PHILIPPINES

203,856

Poland - 0.3%

Asseco Poland SA

573

10,603

Asseco Poland SA rights 11/2/10 (a)

573

39

Bank Handlowy w Warszawie SA

373

11,777

Bank Millennium SA (a)

7,330

13,011

Bank Polska Kasa Opieki SA

1,250

81,695

Bank Zachodni WBK SA

190

14,064

BRE Bank SA (a)

129

13,029

Cyfrowy Polsat SA

148

727

Getin Holding SA (a)

4,646

17,423

Globe Trade Centre SA (a)

1,273

10,361

Grupa Lotos SA (a)

1,084

11,515

ING Bank Slaski SA

36

10,975

KGHM Polska Miedz SA (Bearer)

1,433

64,347

PBG SA

144

10,962

Polish Oil & Gas Co.

21,837

28,344

Polska Grupa Energetyczna SA

3,170

24,354

Polski Koncern Naftowy Orlen SA (a)

3,282

46,296

Powszechna Kasa Oszczednosci Bank SA

6,647

104,932

Powszechny Zaklad Ubezpieczen SA

419

55,577

Tauron Polska Energia SA

12,319

28,134

Common Stocks - continued

Shares

Value

Poland - continued

Telekomunikacja Polska SA

7,570

$ 48,200

TVN SA

1,651

10,396

TOTAL POLAND

616,761

Portugal - 0.2%

Banco Comercial Portugues SA (Reg.)

31,577

28,735

Banco Espirito Santo SA (Reg.)

6,225

30,923

Brisa Auto-Estradas de Portugal SA

1,552

11,750

Cimpor-Cimentos de Portugal SGPS SA

1,887

13,105

Energias de Portugal SA

18,372

70,275

Galp Energia SGPS SA Class B

2,433

46,922

Jeronimo Martins SGPS SA

2,427

36,405

Portugal Telecom SGPS SA (Reg.)

6,194

89,495

TOTAL PORTUGAL

327,610

Russia - 1.3%

Comstar United TeleSystems OJSC GDR (Reg. S) (a)

1,834

11,884

Federal Grid Co. Unified Energy System JSC (a)

3,284,310

39,513

Federal Grid Co. Unified Energy System JSC rights (a)

34,566

0

Gazprom Neft (a)

467

1,825

Gazprom Neft sponsored ADR

150

2,888

Inter Rao Ues JSC (a)

7,000,000

10,510

Lukoil Oil Co. (a)

665

37,237

Lukoil Oil Co. sponsored ADR (United Kingdom)

4,344

242,395

Magnit OJSC GDR (Reg. S)

2,377

63,561

Mechel Steel Group OAO sponsored ADR (d)

1,524

35,890

Mobile TeleSystems OJSC sponsored ADR

5,315

115,070

Novolipetsk Steel Ojsc

976

33,408

OAO Gazprom (a)

40,634

222,638

OAO Gazprom sponsored ADR (Reg. S)

18,364

402,539

OAO NOVATEK GDR

975

93,259

OAO Raspadskaya (a)

2,300

13,393

OAO Tatneft sponsored ADR

2,512

79,254

OAO TMK unit (a)

529

10,384

OGK-4 OJSC (a)

148,800

12,358

OJSC MMC Norilsk Nickel (a)

313

56,674

OJSC MMC Norilsk Nickel ADR

4,990

93,064

OJSC Oil Company Rosneft (a)

1,806

12,637

OJSC Oil Company Rosneft GDR (Reg. S)

15,158

105,651

Polymetal JSC (a)

111

1,777

Polymetal JSC GDR (Reg. S) (a)

1,209

19,102

Polyus Gold OJSC (a)

108

5,389

Common Stocks - continued

Shares

Value

Russia - continued

Polyus Gold OJSC ADR

354

$ 10,485

RusHydro JSC (a)

144,700

7,437

RusHydro JSC sponsored ADR (a)

10,872

56,263

Sberbank (Savings Bank of the Russian Federation)

92,053

302,513

Severstal JSC (a)

285

3,890

Severstal JSC GDR (Reg. S) (a)

1,957

26,380

Sistema JSFC sponsored GDR

1,088

28,070

Surgutneftegaz JSC:

(Reg.)

10,100

9,918

sponsored ADR

6,660

65,268

Uralkali JSC (a)

1,055

5,220

Uralkali JSC GDR (Reg. S)

1,364

33,759

VTB Bank JSC (a)

2,224,000

7,306

VTB Bank JSC unit

7,309

48,386

Wimm-Bill-Dann Foods OJSC sponsored ADR (d)

630

15,977

TOTAL RUSSIA

2,343,172

Singapore - 1.0%

Ascendas Real Estate Investment Trust (A-REIT)

17,000

27,057

CapitaLand Ltd.

27,000

81,148

CapitaMall Trust

23,000

35,185

CapitaMalls Asia Ltd.

16,000

26,454

City Developments Ltd.

6,000

58,966

ComfortDelgro Corp. Ltd.

22,000

25,156

Cosco Corp. Singapore Ltd.

9,000

12,934

DBS Group Holdings Ltd.

18,214

195,607

Fraser & Neave Ltd.

10,000

48,211

Global Logistic Properties Ltd.

17,000

30,472

Jardine Cycle & Carriage Ltd.

1,000

30,364

Keppel Corp. Ltd.

14,000

107,950

Keppel Land Ltd.

9,000

30,804

Neptune Orient Lines Ltd. (a)

9,000

14,881

Olam International Ltd.

14,000

33,856

Oversea-Chinese Banking Corp. Ltd.

26,123

181,850

SembCorp Industries Ltd.

10,000

35,386

SembCorp Marine Ltd.

10,000

35,540

Singapore Airlines Ltd.

6,000

73,337

Singapore Exchange Ltd.

9,000

61,191

Singapore Press Holdings Ltd.

17,000

54,508

Singapore Technologies Engineering Ltd.

17,000

43,475

Singapore Telecommunications Ltd.

85,000

202,928

StarHub Ltd.

6,000

12,285

Common Stocks - continued

Shares

Value

Singapore - continued

United Overseas Bank Ltd.

13,185

$ 189,885

UOL Group Ltd.

4,000

14,062

Wilmar International Ltd.

20,000

98,895

Yangzijiang Shipbuilding Holdings Ltd.

18,000

26,006

TOTAL SINGAPORE

1,788,393

South Africa - 1.6%

Absa Group Ltd.

3,405

66,102

African Bank Investments Ltd.

7,546

38,715

African Rainbow Minerals Ltd.

1,212

30,920

Anglo Platinum Ltd. (a)

699

69,151

AngloGold Ashanti Ltd.

4,083

191,493

ArcelorMittal South Africa Ltd.

2,164

24,853

Aspen Pharmacare Holdings Ltd.

2,751

36,719

Aveng Ltd.

4,679

29,390

Bidvest Group Ltd.

3,061

65,296

Discovery Holdings Ltd.

3,146

17,731

Exxaro Resources Ltd.

1,512

28,491

FirstRand Ltd.

29,977

88,197

Foschini Ltd.

2,408

29,229

Gold Fields Ltd.

7,531

118,237

Growthpoint Properties Ltd.

16,524

40,926

Harmony Gold Mining Co. Ltd.

4,051

46,521

Impala Platinum Holdings Ltd.

5,389

152,322

Imperial Holdings Ltd.

1,910

31,151

Investec Ltd.

2,827

23,266

Kumba Iron Ore Ltd.

836

47,498

Liberty Holdings Ltd.

1,014

10,858

Massmart Holdings Ltd.

2,005

40,775

MTN Group Ltd.

17,696

318,298

Murray & Roberts Holdings Ltd.

4,078

25,265

Naspers Ltd. Class N

4,111

215,860

Nedbank Group Ltd.

1,873

35,032

Netcare Ltd.

12,620

26,249

Northam Platinum Ltd.

582

4,025

Pick 'n Pay Stores Ltd.

2,607

17,138

Pretoria Portland Cement Co. Ltd.

6,180

29,466

Redefine Properties Ltd. unit

27,933

32,578

Remgro Ltd.

4,539

70,420

Reunert Ltd.

1,508

13,777

RMB Holdings Ltd.

7,549

38,946

Sanlam Ltd.

19,839

74,371

Common Stocks - continued

Shares

Value

South Africa - continued

Sappi Ltd. (a)

5,928

$ 29,382

Sasol Ltd.

6,132

276,136

Shoprite Holdings Ltd.

4,308

60,896

Standard Bank Group Ltd.

12,712

187,458

Steinhoff International Holdings Ltd.

12,497

39,248

Telkom SA Ltd.

3,200

16,541

Tiger Brands Ltd.

1,631

43,731

Transportation Hex Group Ltd. (a)

136

58

Truworths International Ltd.

4,428

43,622

Vodacom Group (Pty) Ltd.

3,980

38,237

Woolworths Holdings Ltd.

8,081

31,666

TOTAL SOUTH AFRICA

2,896,241

Spain - 2.4%

Abertis Infraestructuras SA

3,101

61,228

Acerinox SA

902

14,785

Actividades de Construccion y Servicios SA (ACS)

1,501

78,760

Banco Bilbao Vizcaya Argentaria SA

38,139

502,333

Banco de Sabadell SA

10,046

48,855

Banco de Valencia SA

2,786

15,700

Banco Popular Espanol SA

9,079

58,705

Banco Santander SA

88,231

1,132,207

Banco Santander SA rights (a)

88,231

14,610

Bankinter SA

3,371

22,458

Cintra Concesiones de Infrastructuras de Transporte SA

4,561

51,990

Criteria CaixaCorp, SA

9,110

51,427

EDP Renovaveis SA (a)

2,051

11,898

Enagas SA

1,856

40,894

Fomento Construcciones y Contratas SA (FOCSA)

373

10,058

Gamesa Corporacion Tecnologica SA (a)

1,867

12,989

Gas Natural SDG SA

2,394

35,044

Gestevision Telecinco SA

875

11,160

Grifols SA

1,273

20,609

Grupo Acciona SA

303

26,646

Iberdrola Renovables SA

9,187

31,051

Iberdrola SA

43,186

364,152

Iberia Lineas Aereas de Espana SA (a)

5,924

25,990

Inditex SA

2,344

195,726

Indra Sistemas SA

1,147

22,448

Mapfre SA (Reg.)

8,581

28,465

Red Electrica Corporacion SA

1,123

56,402

Repsol YPF SA

7,831

217,102

Common Stocks - continued

Shares

Value

Spain - continued

Telefonica SA (d)

44,068

$ 1,190,529

Zardoya Otis SA

1,588

26,449

TOTAL SPAIN

4,380,670

Sweden - 1.9%

Alfa Laval AB

3,593

62,271

ASSA ABLOY AB (B Shares)

3,351

85,861

Atlas Copco AB:

(A Shares)

7,272

151,935

(B Shares)

4,141

78,958

Boliden AB

2,811

47,708

Electrolux AB (B Shares)

2,547

61,754

Getinge AB (B Shares)

2,116

44,812

H&M Hennes & Mauritz AB (B Shares)

11,003

387,648

Hexagon AB (B Shares)

1,546

31,445

Holmen AB (B Shares)

522

16,570

Husqvarna AB (B Shares)

4,421

31,079

Investment AB Kinnevik

2,316

47,799

Investor AB (B Shares)

4,934

101,241

Modern Times Group MTG AB (B Shares)

527

37,788

Nordea Bank AB

34,827

383,370

Ratos AB (B Shares)

1,063

37,896

Sandvik AB

10,811

162,935

Scania AB (B Shares)

3,462

73,576

Securitas AB (B Shares)

3,330

36,407

Skandinaviska Enskilda Banken AB (A Shares)

15,114

117,060

Skanska AB (B Shares)

4,258

81,443

SKF AB (B Shares)

4,172

107,709

SSAB Svenskt Stal AB:

(A Shares)

2,075

29,083

(B Shares)

1,191

14,741

Svenska Cellulosa AB (SCA) (B Shares)

6,173

95,714

Svenska Handelsbanken AB (A Shares)

5,286

172,782

Swedbank AB (A Shares) (a)

7,661

106,919

Swedish Match Co.

2,449

68,431

Tele2 AB (B Shares)

3,356

73,834

Telefonaktiebolaget LM Ericsson (B Shares)

32,277

354,866

TeliaSonera AB

24,267

202,479

Volvo AB (B Shares) (a)

11,735

158,859

TOTAL SWEDEN

3,464,973

Common Stocks - continued

Shares

Value

Switzerland - 4.8%

ABB Ltd. (Reg.)

23,694

$ 490,641

Actelion Ltd. (a)

1,065

53,134

Adecco SA (Reg.)

1,288

71,966

ARYZTA AG

871

38,624

Baloise Holdings AG

521

48,138

Compagnie Financiere Richemont SA Series A

5,584

278,420

Credit Suisse Group

12,100

500,771

GAM Holding Ltd. (a)

2,223

35,117

Geberit AG (Reg.)

406

77,748

Givaudan SA

89

91,681

Holcim Ltd. (Reg.)

2,650

165,162

Julius Baer Group Ltd.

2,186

92,250

Kuehne & Nagel International AG

572

70,719

Lindt & Spruengli AG

1

28,699

Lindt & Spruengli AG (participation certificate)

10

27,155

Logitech International SA (Reg.) (a)

2,101

39,828

Lonza Group AG

471

41,222

Nestle SA

37,192

2,036,508

Nobel Biocare Holding AG (Switzerland)

1,475

24,380

Novartis AG

22,635

1,311,134

Pargesa Holding SA

338

26,800

Roche Holding AG (participation certificate)

7,535

1,106,118

Schindler Holding AG:

(participation certificate)

501

53,696

(Reg.)

248

26,958

SGS Societe Generale de Surveillance Holding SA (Reg.)

58

92,802

Sika AG (Bearer)

21

41,601

Sonova Holding AG Class B

486

56,285

Straumann Holding AG

71

14,859

Swiss Life Holding AG

316

38,683

Swiss Reinsurance Co.

3,764

180,868

Swisscom AG

249

103,991

Syngenta AG (Switzerland)

1,011

279,847

The Swatch Group AG:

(Bearer)

330

126,086

(Reg.)

465

32,312

UBS AG (a)

39,100

664,011

Zurich Financial Services AG

1,590

389,121

TOTAL SWITZERLAND

8,757,335

Taiwan - 2.3%

Acer, Inc.

28,013

81,371

Common Stocks - continued

Shares

Value

Taiwan - continued

Advanced Semiconductor Engineering, Inc.

49,998

$ 43,531

Advantech Co. Ltd.

4,000

10,926

Asia Cement Corp.

23,270

23,989

ASUSTeK Computer, Inc.

6,100

49,529

AU Optronics Corp. (a)

77,000

76,864

Capital Securities Corp.

19,168

8,768

Catcher Technology Co. Ltd.

5,000

13,315

Cathay Financial Holding Co. Ltd.

68,450

104,783

Chang Hwa Commercial Bank

43,000

28,381

Cheng Shin Rubber Industry Co. Ltd.

13,000

28,969

Cheng Uei Precision Industries Co. Ltd.

5,010

10,280

Chicony Electronics Co. Ltd.

6,100

13,454

Chimei Innolux Corp. (a)

49,341

66,261

China Airlines Ltd. (a)

17,000

13,248

China Development Finance Holding Corp.

101,380

30,111

China Life Insurance Co. Ltd.

16,966

13,803

China Steel Corp.

104,419

105,937

Chinatrust Financial Holding Co. Ltd.

91,688

57,221

Chunghwa Picture Tubes, Ltd. (a)

73,551

11,103

Chunghwa Telecom Co. Ltd.

49,000

114,679

Clevo Co. Ltd.

5,000

11,028

CMC Magnetics Corp. (a)

44,000

11,559

Compal Communications, Inc.

1,000

848

Compal Electronics, Inc.

42,394

54,023

Coretronic Corp.

7,000

10,681

Delta Electronics, Inc.

18,000

74,400

E Ink Holdings, Inc. (a)

8,000

13,985

E.Sun Financial Holdings Co. Ltd.

31,715

16,321

Epistar Corp.

8,000

25,591

Eternal Chemical Co. Ltd.

4,200

4,865

EVA Airways Corp. (a)

15,000

15,145

Evergreen International Storage & Transport Corp.

1,000

889

Evergreen Marine Corp. (Taiwan) (a)

13,000

10,832

Everlight Electronics Co. Ltd.

3,000

8,293

Far East Department Stores Co. Ltd.

10,100

12,540

Far Eastern Textile Ltd.

29,260

42,162

Far EasTone Telecommunications Co. Ltd.

13,000

18,711

Farglory Land Development Co. Ltd.

5,000

12,416

Feng Hsin Iron & Steel Co.

3,000

4,931

First Financial Holding Co. Ltd.

52,575

34,701

Formosa Chemicals & Fibre Corp.

29,000

83,196

Formosa International Hotel Corp.

1,000

16,239

Common Stocks - continued

Shares

Value

Taiwan - continued

Formosa Petrochemical Corp.

12,000

$ 32,661

Formosa Plastics Corp.

41,000

117,621

Formosa Taffeta Co. Ltd.

5,000

4,550

Foxconn Technology Co. Ltd.

7,420

23,178

Fubon Financial Holding Co. Ltd.

52,148

63,896

Giant Manufacturing Co. Ltd.

4,042

15,914

HannStar Display Corp. (a)

50,000

10,015

Hon Hai Precision Industry Co. Ltd. (Foxconn)

93,320

353,704

HTC Corp.

7,150

161,433

Hua Nan Financial Holdings Co. Ltd.

44,990

29,694

Inotera Memories, Inc. (a)

26,257

12,869

Inventec Corp.

20,400

10,732

KGI Securities Co. Ltd.

24,000

11,292

Kinsus Interconnect Technology Corp.

4,000

10,874

Largan Precision Co. Ltd.

1,000

19,833

Lite-On Technology Corp.

23,054

30,470

Macronix International Co. Ltd.

42,000

25,868

MediaTek, Inc.

10,007

125,884

Mega Financial Holding Co. Ltd.

79,000

54,852

Micro-Star International Co. Ltd.

5,000

2,679

Mitac International Corp.

21,000

9,435

Motech Industries, Inc.

2,009

8,074

Nan Ya Plastics Corp.

49,000

109,191

Nan Ya Printed Circuit Board Corp.

3,000

12,253

Nanya Technology Corp. (a)

14,000

8,394

Novatek Microelectronics Corp.

4,000

11,632

Pegatron Corp. (a)

12,652

17,135

Phison Electronics Corp.

1,199

6,053

PixArt Imaging, Inc.

1,000

4,689

Polaris Securities Co. Ltd.

21,000

11,665

Pou Chen Corp.

19,240

18,231

Powerchip Technology Corp. (a)

49,840

12,328

Powertech Technology, Inc.

7,000

23,101

President Chain Store Corp.

5,000

19,850

Qisda Corp. (a)

17,000

11,887

Quanta Computer, Inc.

25,000

45,908

Realtek Semiconductor Corp.

6,020

14,280

Richtek Technology Corp.

1,050

8,251

Ruentex Development Co. Ltd.

7,000

11,619

Ruentex Industries Ltd.

4,000

11,436

Shin Kong Financial Holding Co. Ltd. (a)

63,357

23,289

Shin Kong Financial Holding Co. Ltd. rights 11/25/10 (a)

3,638

149

Common Stocks - continued

Shares

Value

Taiwan - continued

Siliconware Precision Industries Co. Ltd.

33,000

$ 36,315

SIMPLO Technology Co. Ltd.

2,100

13,449

Sinopac Holdings Co.

66,000

24,908

Synnex Technology International Corp.

13,496

33,029

Taishin Financial Holdings Co. Ltd.

37,968

16,624

Taiwan Business Bank (a)

39,520

13,171

Taiwan Cement Corp.

32,000

34,086

Taiwan Cooperative Bank

41,700

29,703

Taiwan Fertilizer Co. Ltd.

9,000

30,730

Taiwan Glass Industry Corp.

12,120

14,653

Taiwan Mobile Co. Ltd.

19,000

42,277

Taiwan Semiconductor Manufacturing Co. Ltd.

264,000

543,423

Tatung Co. Ltd. (a)

52,000

12,267

TECO Electric & Machinery Co. Ltd.

23,000

14,429

Transcend Information, Inc.

1,000

2,487

Tripod Technology Corp.

4,000

15,357

TSRC Corp.

5,000

9,083

Tung Ho Steel Enterprise Corp.

11,000

10,297

U-Ming Marine Transport Corp.

5,000

10,292

Unified-President Enterprises Corp.

36,500

47,466

Unimicron Technology Corp.

14,000

23,833

United Microelectronics Corp.

124,000

59,513

Vanguard International Semiconductor Corp.

2,000

869

Walsin Lihwa Corp. (a)

22,000

13,191

Wan Hai Lines Ltd. (a)

17,000

12,498

Winbond Electronics Corp. (a)

43,000

11,240

Wintek Corp. (a)

12,000

20,232

Wistron Corp.

20,402

41,931

WPG Holding Co. Ltd.

10,539

19,594

Yang Ming Marine Transport Corp.

18,000

13,704

Young Fast Optoelectron Co. Ltd.

1,047

12,316

Yuanta Financial Holding Co. Ltd.

63,000

39,626

Yulon Motor Co. Ltd.

7,000

13,700

TOTAL TAIWAN

4,143,041

Thailand - 0.4%

Advanced Info Service PCL (For. Reg.)

9,800

29,459

Bangkok Bank Public Co. Ltd.

5,600

28,898

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

10,000

51,603

Bank of Ayudhya PCL

7,500

5,987

Bank of Ayudhya PCL (For. Reg.)

7,700

6,147

Banpu PCL

1,850

47,826

Common Stocks - continued

Shares

Value

Thailand - continued

BEC World PCL (For. Reg.)

12,400

$ 13,771

C.P. Seven Eleven PCL

24,300

36,117

Charoen Pokphand Foods PCL (For. Reg.)

34,300

26,693

Glow Energy PCL (For. Reg.)

3,600

5,982

Kasikornbank PCL

4,500

18,938

Kasikornbank PCL (For. Reg.)

12,800

53,868

Krung Thai Bank PCL (For. Reg.)

23,300

13,152

Land & House PCL (For. Reg.)

3,500

836

PTT Aromatics & Refining PLC

14,200

14,110

PTT Chemical PCL

4,200

19,780

PTT Exploration and Production PCL (For. Reg.)

12,100

69,108

PTT PCL (For. Reg.)

8,900

90,070

Ratchaburi Electric Generating Holding PCL

700

853

Siam Cement PCL (For. Reg.)

3,200

35,164

Siam Commercial Bank PCL (For. Reg.)

15,900

54,434

Thai Oil PCL (For. Reg.)

9,900

17,525

Thai Petrochemical Industry PCL

91,100

12,901

TMB PCL (For. Reg.) (a)

88,300

6,665

Total Access Communication PCL (For. Reg.)

700

982

TOTAL THAILAND

660,869

Turkey - 0.4%

Akbank T. A. S.

12,659

79,433

Aksigorta AS

222

347

Anadolu Efes Biracilik ve Malt Sanayii AS

2,202

35,157

Arcelik AS

1,797

9,960

Asya Katilim Bankasi AS

4,184

10,793

Bim Birlesik Magazalar AS JSC

953

32,723

Coca-Cola Icecek AS

384

4,926

Dogan Sirketler Grubu Holding AS

4,796

3,478

Enka Insaat ve Sanayi AS

2,625

11,988

Eregli Demir ve Celik Fabrikalari TAS

5,077

19,114

Haci Omer Sabanci Holding AS

6,590

36,297

Koc Holding AS

6,794

32,447

Tupras-Turkiye Petrol Rafinerileri AS

1,343

36,049

Turk Hava Yollari AO

5,473

22,704

Turk Sise ve Cam Fabrikalari AS

762

1,424

Turk Telekomunikasyon AS

6,186

28,896

Turkcell Iletisim Hizmet AS

7,856

56,220

Turkiye Garanti Bankasi AS

22,235

136,421

Turkiye Halk Bankasi AS

3,465

35,029

Turkiye Is Bankasi AS Series C

16,450

73,975

Common Stocks - continued

Shares

Value

Turkey - continued

Turkiye Vakiflar Bankasi TAO

8,770

$ 28,371

Yapi ve Kredi Bankasi AS (a)

9,604

36,828

TOTAL TURKEY

732,580

United Kingdom - 13.3%

3i Group PLC

10,190

48,912

Admiral Group PLC

2,196

57,349

Aggreko PLC

2,797

70,579

AMEC PLC

3,483

60,602

Anglo American PLC (United Kingdom)

14,114

657,579

Antofagasta PLC

4,161

88,132

ARM Holdings PLC

14,021

81,848

Associated British Foods PLC

3,800

63,743

AstraZeneca PLC (United Kingdom)

15,486

778,878

Autonomy Corp. PLC (a)

2,310

54,108

Aviva PLC

30,012

191,372

Babcock International Group PLC

3,846

35,739

BAE Systems PLC

36,900

203,784

Balfour Beatty PLC

7,541

33,430

Barclays PLC

122,601

538,696

BG Group PLC

36,242

705,782

BHP Billiton PLC

23,642

837,413

BP PLC

201,285

1,367,997

British Airways PLC (a)

6,935

30,077

British American Tobacco PLC (United Kingdom)

21,437

816,568

British Land Co. PLC

9,282

75,769

British Sky Broadcasting Group PLC

12,235

138,490

BT Group PLC

82,854

204,272

Bunzl PLC

3,448

40,824

Burberry Group PLC

4,659

76,062

Cable & Wireless Worldwide PLC

28,163

31,675

Cairn Energy PLC (a)

14,977

92,598

Capita Group PLC

6,587

80,892

Capital & Counties Properties PLC

1,831

4,380

Capital Shopping Centr Group PLC

5,158

31,766

Carnival PLC

1,834

79,229

Centrica PLC

55,440

295,071

Cobham PLC

12,098

44,891

Compass Group PLC

20,199

165,531

Diageo PLC

26,905

496,270

Eurasian Natural Resources Corp. PLC

2,688

37,489

FirstGroup PLC

5,304

34,663

Common Stocks - continued

Shares

Value

United Kingdom - continued

Fresnillo PLC

1,939

$ 38,832

G4S PLC (United Kingdom)

14,940

62,641

GlaxoSmithKline PLC

55,730

1,088,133

Hammerson PLC

7,394

49,648

Home Retail Group PLC

9,310

32,666

HSBC Holdings PLC (United Kingdom)

188,486

1,961,450

Icap PLC

5,866

42,875

Imperial Tobacco Group PLC

10,910

349,414

Inmarsat PLC

4,616

48,219

InterContinental Hotel Group PLC

3,048

58,859

International Power PLC

16,248

108,630

Intertek Group PLC

1,701

50,554

Invensys PLC

8,397

38,772

Investec PLC

5,119

40,859

ITV PLC (a)

38,748

42,370

J Sainsbury PLC

12,985

80,990

Johnson Matthey PLC

2,278

69,855

Kazakhmys PLC

2,220

46,807

Kingfisher PLC

25,098

95,621

Land Securities Group PLC

8,159

88,497

Legal & General Group PLC

62,771

100,971

Lloyds Banking Group PLC (a)

437,799

481,135

London Stock Exchange Group PLC

1,409

16,570

Lonmin PLC (a)

1,707

47,833

Man Group PLC

18,120

75,713

Marks & Spencer Group PLC

16,860

115,450

National Grid PLC

37,200

351,736

Next PLC

2,002

73,291

Old Mutual PLC

58,138

120,996

Pearson PLC

8,699

133,217

Prudential PLC

27,223

275,300

Reckitt Benckiser Group PLC

6,680

373,619

Reed Elsevier PLC

12,954

111,035

Rexam PLC

9,267

47,169

Rio Tinto PLC

15,529

1,008,487

Rolls-Royce Group PLC

19,932

206,773

Rolls-Royce Group PLC (C Shares)

1,275,648

2,044

Royal & Sun Alliance Insurance Group PLC

36,882

77,409

Royal Bank of Scotland Group PLC (a)

186,392

133,347

Royal Dutch Shell PLC:

Class A (Netherlands)

9,000

291,860

Class A (United Kingdom)

29,001

941,360

Common Stocks - continued

Shares

Value

United Kingdom - continued

Royal Dutch Shell PLC: - continued

Class B

28,865

$ 923,612

SABMiller PLC

10,207

330,906

Sage Group PLC

13,818

59,641

Schroders PLC

1,259

31,850

Scottish & Southern Energy PLC

9,918

183,213

Segro PLC

7,884

37,439

Serco Group PLC

5,236

51,508

Severn Trent PLC

2,512

56,143

Smith & Nephew PLC

9,447

82,996

Smiths Group PLC

4,163

79,503

Standard Chartered PLC:

rights 11/5/10 (a)

2,748

23,136

(United Kingdom)

21,985

635,956

Standard Life PLC

24,125

87,740

Tesco PLC

86,252

589,858

Thomas Cook Group PLC

9,494

27,516

TUI Travel PLC

6,969

23,570

Tullow Oil PLC

9,500

180,362

Unilever PLC

13,771

396,975

United Utilities Group PLC

7,245

70,922

Vedanta Resources PLC

1,233

40,991

Vodafone Group PLC

565,457

1,545,542

Whitbread PLC

1,849

50,183

Wm Morrison Supermarkets PLC

22,735

107,016

Wolseley PLC (a)

3,014

80,304

Xstrata PLC

21,997

426,258

TOTAL UNITED KINGDOM

24,156,607

United States of America - 0.1%

Southern Copper Corp.

2,232

95,530

Synthes, Inc.

645

76,927

TOTAL UNITED STATES OF AMERICA

172,457

TOTAL COMMON STOCKS

(Cost $153,365,660)

165,551,124

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Germany - 0.3%

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

624

30,381

Fresenius SE (non-vtg.)

886

79,406

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

Henkel AG & Co. KGaA

1,923

$ 113,399

Porsche Automobil Holding SE

920

47,128

RWE AG (non-vtg.)

445

30,136

Volkswagen AG

1,829

274,856

TOTAL GERMANY

575,306

Italy - 0.1%

Telecom Italia SpA (Risparmio Shares)

65,198

79,977

Korea (South) - 0.1%

Hyundai Motor Co.

250

12,939

Hyundai Motor Co. Series 2

343

18,942

LG Electronics, Inc.

95

3,295

Samsung Electronics Co. Ltd.

191

93,929

TOTAL KOREA (SOUTH)

129,105

Russia - 0.0%

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

11,983

27,155

Surgutneftegaz JSC (a)

74,200

37,298

TOTAL RUSSIA

64,453

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $696,201)

848,841

Investment Companies - 0.6%

 

 

 

 

iShares MSCI Canada Index ETF
(Cost $1,127,691)

40,350

1,166,519

U.S. Government and Government Agency Obligations - 1.0%

 

Principal Amount

 

U.S. Treasury Obligations - 1.0%

U.S. Treasury Bills, yield at date of purchase:

0.16% 4/21/11

$ 300,000

299,772

0.15% to 0.18% 11/18/10 to 4/14/11 (g)

1,500,000

1,499,333

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,798,968)

1,799,105

Money Market Funds - 6.6%

Shares

Value

Fidelity Cash Central Fund, 0.23% (b)

10,348,258

$ 10,348,258

Fidelity Securities Lending Cash Central Fund, 0.24% (b)(c)

1,682,065

1,682,065

TOTAL MONEY MARKET FUNDS

(Cost $12,030,323)

12,030,323

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $169,018,843)

181,395,912

NET OTHER ASSETS (LIABILITIES) - 0.4%

641,584

NET ASSETS - 100%

$ 182,037,496

Futures Contracts

Expiration
Date

Underlying Face
Amount at
Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

131 CME E-mini MSCI EAFE Index Contracts

Dec. 2010

$ 10,579,560

$ 242,883

66 CME E-mini MSCI Emerging Market Index Contracts

Dec. 2010

3,662,340

75,039

TOTAL EQUITY INDEX CONTRACTS

$ 14,241,900

$ 317,922

 

The face value of futures purchased as a percentage of net assets is 7.8%

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

(e) 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 $13,720 or 0.0% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(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 $1,499,333.

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

$ 5,616

Fidelity Securities Lending Cash Central Fund

883

Total

$ 6,499

Other Information

The following is a summary of the inputs used, as of October 31, 2010, 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:

United Kingdom

$ 24,156,607

$ 10,031,415

$ 14,125,192

$ -

Japan

23,799,610

4,975,452

18,824,158

-

Canada

12,613,055

12,613,055

-

-

France

11,221,338

8,491,365

2,729,973

-

Australia

9,727,498

8,161,298

1,566,200

-

Germany

9,457,869

7,261,010

2,196,859

-

Switzerland

8,757,335

5,510,931

3,246,404

-

Brazil

6,411,075

6,411,075

-

-

Korea (South)

5,174,029

4,553,197

620,832

-

India

3,152,248

2,208,150

943,938

160

Other

51,929,301

39,501,767

12,427,534

-

Investment Companies

1,166,519

1,166,519

-

-

U.S. Government and Government Agency Obligations

1,799,105

-

1,799,105

-

Money Market Funds

12,030,323

12,030,323

-

-

Total Investments in Securities:

$ 181,395,912

$ 122,915,557

$ 58,480,195

$ 160

Derivative Instruments:

Assets

Futures Contracts

$ 317,922

$ 317,922

$ -

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

160

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 160

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 317,922

$ -

Total Value of Derivatives

$ 317,922

$ -

(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, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,613,309) - See accompanying schedule:

Unaffiliated issuers (cost $156,988,520)

$ 169,365,589

 

Fidelity Central Funds (cost $12,030,323)

12,030,323

 

Total Investments (cost $169,018,843)

 

$ 181,395,912

Foreign currency held at value (cost $486,279)

489,665

Receivable for fund shares sold

2,093,697

Dividends receivable

324,469

Distributions receivable from Fidelity Central Funds

2,358

Receivable for daily variation on futures contracts

11,277

Total assets

184,317,378

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 522,007

Delayed delivery

4,317

Accrued management fee

36,850

Other payables and accrued expenses

34,643

Collateral on securities loaned, at value

1,682,065

Total liabilities

2,279,882

 

 

 

Net Assets

$ 182,037,496

Net Assets consist of:

 

Paid in capital

$ 167,765,647

Undistributed net investment income

1,266,435

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

330,180

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

12,675,234

Net Assets, for 16,470,885 shares outstanding

$ 182,037,496

Net Asset Value, offering price and redemption price per share ($182,037,496 ÷ 16,470,885 shares)

$ 11.05

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 1,610,140

Interest

 

1,422

Income from Fidelity Central Funds

 

6,499

Income before foreign taxes withheld

 

1,618,061

Less foreign taxes withheld

 

(139,953)

Total income

 

1,478,108

 

 

 

Expenses

Management fee

$ 149,611

Independent trustees' compensation

166

Miscellaneous

134

Total expenses before reductions

149,911

Expense reductions

(39,240)

110,671

Net investment income (loss)

1,367,437

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(20,935)

Foreign currency transactions

54,219

Futures contracts

321,544

Total net realized gain (loss)

 

354,828

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $34,618)

12,793,090

Assets and liabilities in foreign currencies

14,850

Futures contracts

326,553

Total change in net unrealized appreciation (depreciation)

 

13,134,493

Net gain (loss)

13,489,321

Net in net assets resulting from operations

$ 14,856,758

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2010

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

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,367,437

$ 10,808

Net realized gain (loss)

354,828

(24,222)

Change in net unrealized appreciation (depreciation)

13,134,493

(459,259)

Net in net assets resulting
from operations

14,856,758

(472,673)

Distributions to from net investment income

(60,924)

-

Share transactions
Proceeds from sales of shares

169,156,723

20,289,368

Reinvestment of distributions

60,924

-

Cost of shares redeemed

(21,792,680)

-

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

147,424,967

20,289,368

Total increase (decrease) in net assets

162,220,801

19,816,695

 

 

 

Net Assets

Beginning of period

19,816,695

-

End of period (including undistributed net investment income of $1,266,435 and $0, respectively)

$ 182,037,496

$ 19,816,695

Other Information

Shares

Sold

16,525,064

2,029,983

Issued in reinvestment of distributions

5,979

-

Redeemed

(2,090,141)

-

Net increase (decrease)

14,440,902

2,029,983

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

Annual Report

Financial Highlights

Years ended October 31,

2010

2009 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.76

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .23

  .01

Net realized and unrealized gain (loss)

  1.09

  (.25)

Total from investment operations

  1.32

  (.24)

Distributions from net investment income

  (.03)

  -

Net asset value, end of period

$ 11.05

$ 9.76

Total Return B, C

  13.55%

  (2.40)%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .25%

  .25% A

Expenses net of fee waivers, if any

  .25%

  .25% A

Expenses net of all reductions

  .18%

  .25% A

Net investment income (loss)

  2.27%

  .58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 182,037

$ 19,817

Portfolio turnover rate F

  8%

  -% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Fees and expenses of the 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. 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, 2010

1. Organization.

Fidelity Series Global ex U.S. Index Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are available for purchase only by mutual funds 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 may invest 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. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

as Level 2 in the hierarchy. ETFs are valued at their last sale price or official closing price as reported by an independent pricing service 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 of Trustees 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 each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 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. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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 short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

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

Notes to Financial Statements - continued

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, foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards, market discount 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

$ 15,588,431

Gross unrealized depreciation

(3,472,139)

Net unrealized appreciation (depreciation)

$ 12,116,292

 

 

Tax Cost

$ 169,279,620

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

Undistributed ordinary income

$ 1,785,653

Undistributed long-term capital gain

$ 389,661

Net unrealized appreciation (depreciation)

$ 12,131,153

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 60,924

$ -

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies

Annual Report

4. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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 timeconsuming 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.

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts in order to meet its investment objectives. The strategy is to use 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.

The Fund's use of derivatives may increase or decrease its 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.

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 sell 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. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

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 uses 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). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount 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. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $321,544 and a change in net unrealized appreciation (depreciation) of $326,553 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $140,059,214 and $4,565,421, respectively.

7. 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 .25% of the Fund's average net assets. 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, including commitment fees.

Annual Report

7. Fees and Other Transactions with Affiliates - continued

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

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $134 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent 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 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 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 $883. During the period, there were no securities loaned to FCM.

10. Expense Reductions.

The Advisor voluntarily agreed to waive fees of $39,240.

Annual Report

Notes to Financial Statements - continued

11. 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 an FMR affiliate were the owners of record of all of the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income 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 Fixed-Income Trust, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in net assets and the financial highlights for the year ended October 31, 2010 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 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, 2010, 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 Fidelity Series Global ex U.S. Index Fund as of October 31, 2010, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the year ended October 31, 2010 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2010

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 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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 calendar year 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

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 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. Kenneth L. Wolfe 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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 (48)

 

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 Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is 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 (75)

 

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.

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Trustees and Officers - continued

+ 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. (68)

 

Year of Election or Appointment: 2006

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). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). 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 Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). 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 (63)

 

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) and AGL Resources, Inc. (holding company). 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 and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

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 (70)

 

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 (64)

 

Year of Election or Appointment: 2001

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 (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). 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).

+ 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.

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 (52)

 

Year of Election or Appointment: 2008 

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

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Derek L. Young (46)

 

Year of Election or Appointment: 2009
Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as Chief Investment Officer of the Global Asset Allocation Group (2009-present). Previously, Mr. Young served as a portfolio manager.

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

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 (43)

 

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 Portfolio (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.

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

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 (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) 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 (41)

 

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).

Gary W. Ryan (52)

 

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 (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. 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 13, 2010, to shareholders of record at the opening of business on Decem-ber 10, 2010, a distribution of $0.05 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.105 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2010, $389,661, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 86% 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 fund will notify shareholders in January 2011 of amounts for use in preparing 2010 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 considers at each of its meetings 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, each composed of 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 2010 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 expenses; (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 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 to be received by Fidelity under the management contract 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, is 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, with 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

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 the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's 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.

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, and investor education materials and asset allocation tools.

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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. The Board noted that it is not possible to evaluate performance in any comprehensive fashion because the fund had been in operation for less than one calendar year. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index and, if a meaningful peer group exists, a peer group of mutual funds.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses 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 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 the fund's operations 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 17% means that 83% 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. 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 realizes that net management fees can vary from year to year because of differences in "fund-level" non-management expenses. 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

Fidelity Series Global ex U.S. Index Fund

fid8795

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 the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 Expenses. In its review of the fund's total expenses, 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 current and historical total expenses 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.

The Board noted that the fund's total expenses ranked below its competitive median for the period.

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. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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 expenses and fees charged to other Fidelity clients, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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 audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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.

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 were 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.

In February 2009, the Board 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, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) Fidelity's fund profitability methodology and profitability trends for certain funds; (iii) 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; (iv) 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; (v) the compensation paid by FMR to fund sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of fees to maintain minimum yields for certain funds and classes; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses 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 the fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

fid8797For mutual fund and brokerage trading.

fid8799For quotes.*

fid8801For account balances and holdings.

fid8803To review orders and mutual
fund activity.

fid8805To change your PIN.

fid8807fid8809To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

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

Boston, MA

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

SGX-ANN-1210
1.899279.101

fid8811

Item 2. Code of Ethics

As of the end of the period, October 31, 2010, Fidelity Fixed-Income 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 Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles 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 (the "Fund"):

Services Billed by Deloitte Entities

October 31, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Series Global ex U.S. Index Fund

$33,000

$-

$5,600

$-

October 31, 2009 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Series Global ex U.S. Index Fund

$30,000

$-

$5,600

$-

A Amounts may reflect rounding.

B Fidelity Series Global ex U.S. Index Fund commenced operations on September 29, 2009.

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 Fund 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 Fund ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2010A

October 31, 2009A, B

Audit-Related Fees

$720,000

$685,000

Tax Fees

$-

$2,000

All Other Fees

$790,000

$215,000

A Amounts may reflect rounding.

B May include amounts billed prior to the fund's commencement of operations.

"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 assurance services provided to the fund or Fund Service Provider 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 Fund, 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 Fund are as follows:

Billed By

October 31, 2010 A

October 31, 2009 A, B

Deloitte Entities

$1,605,000

$955,000

A Amounts may reflect rounding.

B May include amounts billed prior to the fund's commencement of operations.

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 Fund, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund and its 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 Fund's last two fiscal years relating to services provided to (i) the Fund or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund.

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 Fixed-Income Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 28, 2010

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 28, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 28, 2010