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 811-3855

Fidelity Advisor Series VIII
(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, 2009

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Diversified International

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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, or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns may reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

11.36%

1.59%

3.98%

Class T (incl. 3.50% sales charge)

13.72%

1.83%

3.95%

Class B (incl. contingent deferred sales charge) A

12.25%

1.63%

3.97%

Class C (incl. contingent deferred sales charge) B

16.24%

2.02%

3.79%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Past 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Diversified International Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index (Europe, Australasia, Far East) performed over the same period.


fid4856

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan-representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from William Bower, Portfolio Manager of Fidelity® Advisor Diversified International Fund: During the year, the fund's Class A, Class T, Class B and Class C shares returned 18.16%, 17.84%, 17.25% and 17.24%, respectively, (excluding sales charges), trailing the MSCI EAFE Index. Unfavorable stock selection and industry positioning within financials was the biggest detractor. Adverse stock and market selection in consumer staples, health care and materials also hurt, as did weak picks in capital goods. Regionally, below-index returns in Europe and unfavorable country weightings held back results. Security selection in Japan detracted as well, despite underweighting this lagging market. Also harmful was our underexposure to the Australian market and dollar, along with poor stock picking there. Japanese investment banks Nomura Holdings and Daiwa Securities Group - which was sold during the period - were the biggest individual detractors. Conversely, underweighting utilities helped, followed by stock and market selection in consumer discretionary. Stock picks in telecommunication services also aided results, as did overweighting energy. On a geographic basis, the fund benefited from out-of-index exposures to Brazil, Canada, Taiwan, India and China. Our top contributor was German automaker and index component Volkswagen, which we avoided, and Italian automaker Fiat, which we overweighted.

Comments from William Bower, Portfolio Manager of Fidelity® Advisor Diversified International Fund: During the year, the fund's Institutional Class shares returned 18.45%, trailing the MSCI EAFE Index. Unfavorable stock selection and industry positioning within financials was the biggest detractor. Adverse stock and market selection in consumer staples, health care and materials also hurt, as did weak picks in capital goods. Regionally, below-index returns in Europe and unfavorable country weightings held back results. Security selection in Japan detracted as well, despite underweighting this lagging market. Also harmful was our underexposure to the Australian market and dollar, along with poor stock picking there. Japanese investment banks Nomura Holdings and Daiwa Securities Group - which was sold during the period - were the biggest individual detractors. Conversely, underweighting utilities helped, followed by stock and market selection in consumer discretionary. Stock picks in telecommunication services also aided results, as did overweighting energy. On a geographic basis, the fund benefited from out-of-index exposures to Brazil, Canada, Taiwan, India and China. Our top contributor was German automaker and index component Volkswagen, which we avoided, and Italian automaker Fiat, which we overweighted.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,287.30

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,018.40

$ 6.87

Class T

1.57%

 

 

 

Actual

 

$ 1,000.00

$ 1,285.10

$ 9.04

HypotheticalA

 

$ 1,000.00

$ 1,017.29

$ 7.98

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.50

$ 12.19

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.70

$ 12.08

HypotheticalA

 

$ 1,000.00

$ 1,014.62

$ 10.66

Institutional Class

1.04%

 

 

 

Actual

 

$ 1,000.00

$ 1,288.30

$ 6.00

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.30

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.2

0.9

Telefonica SA sponsored ADR (Spain, Diversified Telecommunication Services)

2.1

1.8

Nestle SA (Reg.) (Switzerland, Food Products)

1.9

2.2

Royal Dutch Shell PLC Class B (United Kingdom, Oil, Gas & Consumable Fuels)

1.8

0.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.7

2.0

 

9.7

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.5

19.5

Energy

10.9

9.6

Health Care

10.2

11.7

Consumer Discretionary

10.1

11.5

Information Technology

9.2

10.3

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

18.3

15.8

Japan

15.7

18.2

France

10.0

8.2

Switzerland

8.1

9.5

Germany

6.1

6.0

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 97.6%

 

fid4858

Stocks 99.0%

 

fid4861

Short-Term
Investments and
Net Other Assets 2.4%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.0%

 

fid4864

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.4%

Shares

Value (000s)

Australia - 2.0%

BHP Billiton Ltd. sponsored ADR (c)

689,200

$ 45,198

Newcrest Mining Ltd.

526,385

15,126

QBE Insurance Group Ltd.

363,338

7,315

Rio Tinto Ltd.

378,794

20,990

SEEK Ltd.

900,000

4,836

TOTAL AUSTRALIA

93,465

Bailiwick of Jersey - 0.9%

Experian PLC

2,693,000

24,715

Randgold Resources Ltd. sponsored ADR

175,600

11,714

United Business Media Ltd.

650,000

4,937

TOTAL BAILIWICK OF JERSEY

41,366

Belgium - 1.4%

Anheuser-Busch InBev SA NV

1,146,811

54,011

Fortis (a)

2,670,700

11,602

TOTAL BELGIUM

65,613

Bermuda - 0.5%

Huabao International Holdings Ltd.

3,500,000

3,339

Seadrill Ltd. (a)

1,006,600

21,025

TOTAL BERMUDA

24,364

Brazil - 2.0%

Banco Santander (Brasil) SA ADR (a)

950,000

11,267

BM&F BOVESPA SA

2,999,973

19,333

BR Malls Participacoes SA (a)

750,000

8,044

Itau Unibanco Banco Multiplo SA ADR

770,000

14,738

Medial Saude SA (a)

1,952,000

15,960

Petroleo Brasileiro SA - Petrobras sponsored ADR

248,700

11,495

Vivo Participacoes SA sponsored ADR

579,700

14,058

TOTAL BRAZIL

94,895

Canada - 5.2%

Agnico-Eagle Mines Ltd. (Canada)

188,800

10,043

Barrick Gold Corp.

239,200

8,606

Canadian Natural Resources Ltd.

308,100

19,979

Cequence Energy Ltd. (a)

106

0*

Compton Petroleum Corp. (a)(c)

4,000,000

4,063

Crescent Point Energy Corp.

60,000

2,039

EnCana Corp.

356,808

19,770

Fairborne Energy Trust (a)

1,150,000

4,726

Iteration Energy Ltd. (a)

4,000,000

4,211

Common Stocks - continued

Shares

Value (000s)

Canada - continued

Niko Resources Ltd.

320,000

$ 25,887

Open Text Corp. (a)

416,800

15,550

OZ Optics Ltd. unit (a)(f)

5,400

25

Painted Pony Petroleum Ltd. (a)(d)

90,400

491

Painted Pony Petroleum Ltd. Class A (a)

97,600

528

PetroBakken Energy Ltd. Class A

600,000

17,299

Petrobank Energy & Resources Ltd. (a)(c)

834,000

36,461

Royal Bank of Canada

125,000

6,326

Silver Wheaton Corp. (a)

828,100

10,400

Suncor Energy, Inc.

1,408,000

46,706

Toronto-Dominion Bank

100,000

5,696

Yamana Gold, Inc.

665,500

7,055

TOTAL CANADA

245,861

Cayman Islands - 0.6%

Belle International Holdings Ltd.

10,000,000

10,097

China Dongxiang Group Co. Ltd.

14,526,000

8,875

Hengan International Group Co. Ltd.

1,279,000

8,233

TOTAL CAYMAN ISLANDS

27,205

China - 0.8%

Baidu.com, Inc. sponsored ADR (a)

25,000

9,448

China Merchants Bank Co. Ltd. (H Shares)

6,351,000

16,248

NetEase.com, Inc. sponsored ADR (a)

73,700

2,846

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

2,500,000

8,836

TOTAL CHINA

37,378

Denmark - 1.4%

Carlsberg AS Series B

200,100

14,124

Novo Nordisk AS Series B

565,000

35,188

William Demant Holding AS (a)

248,434

17,757

TOTAL DENMARK

67,069

Finland - 0.1%

Nokian Tyres PLC

260,600

5,576

France - 10.0%

Accor SA

56,318

2,708

Atos Origin SA (a)

225,000

10,575

AXA SA

1,725,385

42,908

BNP Paribas SA

569,082

43,086

Bouygues SA

280,847

13,287

Cap Gemini SA

691,100

32,147

Common Stocks - continued

Shares

Value (000s)

France - continued

Credit Agricole SA

646,900

$ 12,475

Danone

558,984

33,688

Essilor International SA

205,100

11,514

Euler Hermes SA (UNGTD)

38,400

3,056

GDF Suez

483,336

20,274

Groupe Eurotunnel SA

693,000

6,868

Iliad Group SA

85,605

9,284

L'Oreal SA

114,000

11,688

LVMH Moet Hennessy - Louis Vuitton

125,800

13,079

Pernod Ricard SA

280,028

23,402

PPR SA

248,400

27,181

Sanofi-Aventis sponsored ADR

1,317,882

48,656

Schneider Electric SA

293,457

30,665

Societe Generale Series A

486,648

32,498

Total SA sponsored ADR

553,000

33,219

Unibail-Rodamco

29,300

6,508

Vallourec SA

38,799

6,149

TOTAL FRANCE

474,915

Germany - 6.0%

Aixtron AG

418,400

12,542

Allianz AG sponsored ADR

1,423,670

16,159

BASF AG

249,131

13,381

Bayerische Motoren Werke AG (BMW)

418,089

20,484

Daimler AG (Reg.)

302,735

14,601

Deutsche Boerse AG

522,328

42,367

E.ON AG sponsored ADR

1,184,100

45,469

Fresenius Medical Care AG & Co. KGaA

363,400

17,620

Fresenius SE

300,000

14,948

HeidelbergCement AG

36,800

2,206

Linde AG

57,056

5,994

Metro AG

118,700

6,596

Munich Re Group (Reg.)

156,060

24,720

SAP AG sponsored ADR (c)

335,700

15,197

Siemens AG (Reg.)

352,073

31,694

TOTAL GERMANY

283,978

Greece - 0.3%

Hellenic Telecommunications Organization SA

733,238

12,408

Piraeus Bank SA

111,100

1,937

TOTAL GREECE

14,345

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.0%

Hang Lung Properties Ltd.

3,482,000

$ 13,159

Hong Kong Exchange & Clearing Ltd.

1,413,400

24,880

Hutchison Whampoa Ltd.

1,325,000

9,300

TOTAL HONG KONG

47,339

India - 0.8%

HDFC Bank Ltd.

340,000

11,589

Indiabulls Real Estate Ltd. (a)

256,536

1,343

State Bank of India

490,685

22,660

TOTAL INDIA

35,592

Ireland - 1.1%

Covidien PLC

357,700

15,066

CRH PLC

974,737

23,825

Ryanair Holdings PLC sponsored ADR (a)

533,200

14,540

TOTAL IRELAND

53,431

Israel - 0.3%

Teva Pharmaceutical Industries Ltd. sponsored ADR

300,000

15,144

Italy - 2.5%

ENI SpA

768,323

19,028

Fiat SpA (a)(c)

2,822,900

42,205

Intesa Sanpaolo SpA

6,763,609

28,615

UniCredit SpA

8,116,398

27,351

Unione di Banche Italiane SCPA

160,000

2,292

TOTAL ITALY

119,491

Japan - 15.7%

Canon, Inc.

436,300

16,451

Daiichi Sankyo Kabushiki Kaisha

350,000

6,838

Denso Corp.

880,000

24,046

East Japan Railway Co.

226,400

14,499

Eisai Co. Ltd.

330,000

11,719

Fanuc Ltd.

117,200

9,735

Fast Retailing Co. Ltd.

147,600

24,295

Honda Motor Co. Ltd. sponsored ADR

841,200

26,052

Ibiden Co. Ltd.

443,100

15,865

Japan Tobacco, Inc.

5,025

14,098

JSR Corp.

444,400

8,668

JTEKT Corp.

1,918,400

20,267

Jupiter Telecommunications Co.

16,945

15,489

Keyence Corp.

53,900

10,701

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Mazda Motor Corp.

1,225,000

$ 2,765

Miraca Holdings, Inc.

468,800

15,162

Mitsubishi Corp.

960,200

20,358

Mitsubishi UFJ Financial Group, Inc.

8,082,700

43,054

Mitsui & Co. Ltd.

1,842,100

24,194

Nintendo Co. Ltd.

47,200

11,840

Nippon Electric Glass Co. Ltd.

1,417,000

15,259

Nippon Telegraph & Telephone Corp.

307,800

12,701

Nomura Holdings, Inc.

4,971,300

35,041

NSK Ltd.

1,885,000

10,952

ORIX Corp.

404,400

26,124

Promise Co. Ltd. (c)

540,000

3,433

Rakuten, Inc.

26,761

18,328

Ricoh Co. Ltd.

885,000

12,028

ROHM Co. Ltd.

143,000

9,484

Sankyo Co. Ltd. (Gunma)

149,500

8,540

Seven & i Holdings Co., Ltd.

401,700

8,795

Softbank Corp.

1,236,200

29,131

Sony Corp. sponsored ADR

325,000

9,552

Sumco Corp.

315,900

6,029

Sumitomo Corp.

993,800

9,648

Sumitomo Electric Industries Ltd.

1,180,800

14,330

Sumitomo Mitsui Financial Group, Inc.

718,300

24,416

THK Co. Ltd.

672,700

11,625

Tokai Carbon Co. Ltd.

1,911,000

9,225

Tokyo Electron Ltd.

330,400

18,588

Toshiba Corp.

4,711,000

26,926

Toyota Motor Corp.

1,644,200

64,912

USS Co. Ltd.

90,000

5,445

Yahoo! Japan Corp.

53,454

16,385

TOTAL JAPAN

742,993

Korea (South) - 0.8%

Lotte Shopping Co. Ltd.

10,534

2,964

Samsung Electronics Co. Ltd.

59,562

35,709

TOTAL KOREA (SOUTH)

38,673

Luxembourg - 0.6%

ArcelorMittal SA (NY Shares) Class A (c)

370,000

12,587

SES SA FDR (France) unit

735,545

15,971

TOTAL LUXEMBOURG

28,558

Common Stocks - continued

Shares

Value (000s)

Mexico - 0.2%

Cemex SA de CV sponsored ADR

800,000

$ 8,304

Netherlands - 2.7%

Akzo Nobel NV (c)

301,100

17,847

ASML Holding NV (NY Shares)

660,000

17,780

Gemalto NV (a)

280,100

11,823

Koninklijke KPN NV

2,196,154

39,912

Koninklijke Philips Electronics NV (NY Shares)

538,200

13,503

QIAGEN NV (a)

275,400

5,737

Randstad Holdings NV (a)

289,682

11,041

Royal DSM NV

209,800

9,213

TOTAL NETHERLANDS

126,856

Netherlands Antilles - 0.5%

Schlumberger Ltd.

399,600

24,855

Norway - 0.8%

DnB NOR ASA (a)(c)

797,000

9,179

Sevan Marine ASA (a)

6,228,000

10,104

Telenor ASA (a)

1,598,400

20,698

TOTAL NORWAY

39,981

Papua New Guinea - 0.3%

Lihir Gold Ltd.

4,724,420

12,918

South Africa - 1.4%

AngloGold Ashanti Ltd. sponsored ADR

286,300

10,748

Aspen Pharmacare Holdings Ltd.

2,536,948

21,497

Impala Platinum Holdings Ltd.

819,900

18,292

MTN Group Ltd.

877,500

13,198

TOTAL SOUTH AFRICA

63,735

Spain - 3.9%

Banco Santander SA sponsored ADR

2,325,000

37,340

Enagas SA

364,905

7,528

Iberdrola SA (c)

2,087,600

18,985

Inditex SA

242,722

14,287

Red Electrica Corporacion SA

155,300

8,047

Telefonica SA sponsored ADR

1,193,200

100,145

TOTAL SPAIN

186,332

Sweden - 1.0%

H&M Hennes & Mauritz AB (B Shares)

438,097

24,883

Common Stocks - continued

Shares

Value (000s)

Sweden - continued

Intrum Justitia AB

232,400

$ 2,864

Telefonaktiebolaget LM Ericsson (B Shares)

2,000,000

20,894

TOTAL SWEDEN

48,641

Switzerland - 8.1%

Actelion Ltd. (Reg.) (a)

397,214

21,930

Credit Suisse Group (Reg.)

200,000

10,689

Kuehne & Nagel International AG

210,219

19,094

Lonza Group AG

32,493

2,532

Nestle SA (Reg.)

1,931,485

90,014

Nobel Biocare Holding AG (Switzerland)

399,960

11,382

Roche Holding AG (participation certificate)

501,668

80,523

Sonova Holding AG

241,862

24,938

Swiss Reinsurance Co. (Reg.)

185,285

7,588

Transocean Ltd. (a)

199,400

16,732

UBS AG:

(For. Reg.) (a)

578,151

9,639

(NY Shares) (a)

2,141,000

35,519

Zurich Financial Services AG (Reg.)

228,465

52,524

TOTAL SWITZERLAND

383,104

Taiwan - 0.7%

Advanced Semiconductor Engineering, Inc.

15,546,572

12,207

Taiwan Semiconductor Manufacturing Co. Ltd.

10,630,502

19,212

TOTAL TAIWAN

31,419

United Kingdom - 18.3%

Anglo American PLC (United Kingdom) (a)

736,638

26,788

Barclays PLC

9,353,246

49,037

BG Group PLC

1,655,000

28,666

BHP Billiton PLC

579,669

15,641

BP PLC

5,682,300

53,262

British Land Co. PLC

1,071,729

8,309

Burberry Group PLC

1,531,400

13,552

Carphone Warehouse Group PLC

4,142,855

12,522

easyJet PLC (a)

2,755,100

16,288

HSBC Holdings PLC:

(Hong Kong) (Reg.)

2,416,168

26,682

sponsored ADR

1,883,400

104,324

Imperial Tobacco Group PLC

791,600

23,394

InterContinental Hotel Group PLC

969,040

12,489

Intertek Group PLC

807,200

16,632

Kesa Electricals PLC

5,098,200

11,124

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Man Group PLC

5,283,658

$ 26,892

Misys PLC

3,984,300

13,547

Mothercare PLC

6,362

60

National Grid PLC

1,533,700

15,272

Next PLC

325,000

9,578

Prudential PLC

1,448,688

13,236

QinetiQ Group PLC

1,170,000

3,154

Reckitt Benckiser Group PLC

1,047,378

52,189

Rio Tinto PLC (Reg.)

553,000

24,456

Royal Dutch Shell PLC Class B

2,948,219

84,900

Segro PLC

1,007,600

5,840

Serco Group PLC

3,199,258

26,552

Standard Chartered PLC (United Kingdom)

1,689,719

41,627

Tesco PLC

4,416,834

29,539

Vodafone Group PLC sponsored ADR

3,660,000

81,215

Wolseley PLC (a)

368,000

7,480

Xstrata PLC

638,227

9,247

TOTAL UNITED KINGDOM

863,494

United States of America - 5.5%

Allergan, Inc.

393,400

22,129

C. R. Bard, Inc.

145,700

10,938

CME Group, Inc.

36,800

11,136

ENSCO International, Inc.

242,500

11,104

Express Scripts, Inc. (a)

187,200

14,961

Google, Inc. Class A (a)

38,100

20,426

JPMorgan Chase & Co.

441,200

18,429

Medco Health Solutions, Inc. (a)

287,300

16,123

Morgan Stanley

834,700

26,811

Nabors Industries Ltd. (a)

200,000

4,166

Newmont Mining Corp.

225,000

9,779

Pfizer, Inc.

1,111,300

18,925

Philip Morris International, Inc.

267,200

12,655

Pride International, Inc. (a)

335,000

9,903

Range Resources Corp.

100,500

5,030

Sohu.com, Inc. (a)

215,200

11,965

State Street Corp.

214,100

8,988

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Visa, Inc. Class A

100,000

$ 7,576

Wells Fargo & Co.

610,200

16,793

TOTAL UNITED STATES OF AMERICA

257,837

TOTAL COMMON STOCKS

(Cost $3,954,246)

4,604,727

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

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

150,500

4,959

Italy - 0.1%

Fiat SpA (a)

340,700

3,038

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,932)

7,997

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (e)

110,108,640

110,109

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)

81,817,262

81,817

TOTAL MONEY MARKET FUNDS

(Cost $191,926)

191,926

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $4,151,104)

4,804,650

NET OTHER ASSETS - (1.7)%

(78,187)

NET ASSETS - 100%

$ 4,726,463

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $491,000 or 0.0% of net assets.

(e) 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.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $25,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

OZ Optics Ltd. unit

8/18/00

$ 80

* Amount represents less than $1,000.

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
(Amounts in thousands)

Fidelity Cash Central Fund

$ 320

Fidelity Securities Lending Cash Central Fund

3,824

Total

$ 4,144

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Arealink Co. Ltd.

$ 2,760

$ -

$ 967

$ -

$ -

Sinfonia Technology Co. Ltd.

21,759

-

19,095

-

-

Total

$ 24,519

$ -

$ 20,062

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 863,494

$ 625,157

$ 238,337

$ -

Japan

742,993

35,604

707,389

-

France

474,915

432,007

42,908

-

Switzerland

383,104

362,776

20,328

-

Germany

288,937

242,642

46,295

-

United States of America

257,837

257,837

-

-

Canada

245,861

245,345

491

25

Spain

186,332

186,332

-

-

Netherlands

126,856

126,856

-

-

Other

1,042,395

704,890

337,505

-

Money Market Funds

191,926

191,926

-

-

Total Investments in Securities:

$ 4,804,650

$ 3,411,372

$ 1,393,253

$ 25

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 6,884

Total Realized Gain (Loss)

(31,949)

Total Unrealized Gain (Loss)

27,594

Cost of Purchases

-

Proceeds of Sales

(2,504)

Amortization/Accretion

-

Transfers in/out of Level 3

-

Ending Balance

$ 25

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ (40)

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $3,733,365,000 of which $465,079,000 and $3,268,286,000 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $76,014) - See accompanying schedule:

Unaffiliated issuers (cost $3,959,178)

$ 4,612,724

 

Fidelity Central Funds (cost $191,926)

191,926

 

Total Investments (cost $4,151,104)

 

$ 4,804,650

Foreign currency held at value (cost $2,287)

2,288

Receivable for investments sold

33,632

Receivable for fund shares sold

2,741

Dividends receivable

8,331

Distributions receivable from Fidelity Central Funds

61

Prepaid expenses

30

Other receivables

662

Total assets

4,852,395

 

 

 

Liabilities

Payable for investments purchased

$ 16,955

Payable for fund shares redeemed

16,127

Accrued management fee

2,929

Distribution fees payable

1,333

Other affiliated payables

1,249

Other payables and accrued expenses

5,522

Collateral on securities loaned, at value

81,817

Total liabilities

125,932

 

 

 

Net Assets

$ 4,726,463

Net Assets consist of:

 

Paid in capital

$ 7,787,792

Undistributed net investment income

53,494

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

(3,763,555)

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

648,732

Net Assets

$ 4,726,463

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($1,661,596 ÷ 116,590 shares)

$ 14.25

 

 

 

Maximum offering price per share (100/94.25 of $14.25)

$ 15.12

Class T:
Net Asset Value
and redemption price per share ($831,846 ÷ 58,943 shares)

$ 14.11

 

 

 

Maximum offering price per share (100/96.50 of $14.11)

$ 14.62

Class B:
Net Asset Value
and offering price per share ($191,228 ÷ 14,048 shares)A

$ 13.61

 

 

 

Class C:
Net Asset Value
and offering price per share ($502,272 ÷ 36,790 shares)A

$ 13.65

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,539,521 ÷ 106,310 shares)

$ 14.48

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 138,779

Interest

 

1

Income from Fidelity Central Funds

 

4,144

 

 

142,924

Less foreign taxes withheld

 

(11,358)

Total income

 

131,566

 

 

 

Expenses

Management fee

$ 34,389

Transfer agent fees

14,727

Distribution fees

15,104

Accounting and security lending fees

1,623

Custodian fees and expenses

867

Independent trustees' compensation

36

Registration fees

163

Audit

97

Legal

48

Interest

10

Miscellaneous

136

Total expenses before reductions

67,200

Expense reductions

(1,670)

65,530

Net investment income (loss)

66,036

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $3,118)

(3,058,416)

Other affiliated issuers

(57,956)

 

Foreign currency transactions

3,329

Total net realized gain (loss)

 

(3,113,043)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $2,694)

3,684,668

Assets and liabilities in foreign currencies

(284)

Total change in net unrealized appreciation (depreciation)

 

3,684,384

Net gain (loss)

571,341

Net increase (decrease) in net assets resulting from operations

$ 637,377

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 66,036

$ 207,275

Net realized gain (loss)

(3,113,043)

(598,054)

Change in net unrealized appreciation (depreciation)

3,684,384

(5,879,928)

Net increase (decrease) in net assets resulting
from operations

637,377

(6,270,707)

Distributions to shareholders from net investment income

(208,554)

(134,646)

Distributions to shareholders from net realized gain

-

(1,880,749)

Total distributions

(208,554)

(2,015,395)

Share transactions - net increase (decrease)

(1,890,462)

(2,367,839)

Redemption fees

327

414

Total increase (decrease) in net assets

(1,461,312)

(10,653,527)

 

 

 

Net Assets

Beginning of period

6,187,775

16,841,302

End of period (including undistributed net investment income of $53,494 and undistributed net investment income of $203,893, respectively)

$ 4,726,463

$ 6,187,775

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 26.62

$ 23.42

$ 20.30

$ 16.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .36

  .31

  .30

  .19

Net realized and unrealized gain (loss)

  1.96

  (11.15)

  4.69

  3.91

  3.27

Total from investment operations

  2.13

  (10.79)

  5.00

  4.21

  3.46

Distributions from net investment income

  (.45)

  (.24)

  (.23)

  (.14)

  (.05)

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.45)

  (3.26)

  (1.80)

  (1.09)

  (.13)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.25

$ 12.57

$ 26.62

$ 23.42

$ 20.30

Total Return A, B

  18.16%

  (45.95)%

  22.76%

  21.54%

  20.50%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.26%

  1.25%

  1.26%

  1.27%

Expenses net of fee waivers, if any

  1.34%

  1.26%

  1.25%

  1.26%

  1.27%

Expenses net of all reductions

  1.31%

  1.22%

  1.21%

  1.20%

  1.20%

Net investment income (loss)

  1.43%

  1.80%

  1.26%

  1.33%

  1.02%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,662

$ 2,004

$ 5,774

$ 4,694

$ 2,792

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.42

$ 26.30

$ 23.17

$ 20.12

$ 16.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .31

  .25

  .25

  .15

Net realized and unrealized gain (loss)

  1.94

  (11.01)

  4.63

  3.89

  3.23

Total from investment operations

  2.08

  (10.70)

  4.88

  4.14

  3.38

Distributions from net investment income

  (.39)

  (.16)

  (.18)

  (.14)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.39)

  (3.18)

  (1.75)

  (1.09)

  (.08)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.11

$ 12.42

$ 26.30

$ 23.17

$ 20.12

Total Return A, B

  17.84%

  (46.04)%

  22.43%

  21.33%

  20.16%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.58%

  1.49%

  1.47%

  1.48%

  1.51%

Expenses net of fee waivers, if any

  1.58%

  1.49%

  1.47%

  1.48%

  1.51%

Expenses net of all reductions

  1.55%

  1.44%

  1.43%

  1.42%

  1.45%

Net investment income (loss)

  1.19%

  1.57%

  1.04%

  1.12%

  .77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 832

$ 1,110

$ 3,569

$ 3,609

$ 2,420

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.95

$ 25.44

$ 22.46

$ 19.60

$ 16.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .18

  .10

  .10

  .02

Net realized and unrealized gain (loss)

  1.88

  (10.62)

  4.50

  3.79

  3.16

Total from investment operations

  1.96

  (10.44)

  4.60

  3.89

  3.18

Distributions from net investment income

  (.30)

  (.03)

  (.05)

  (.08)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.04)

Total distributions

  (.30)

  (3.05)

  (1.62)

  (1.03)

  (.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.61

$ 11.95

$ 25.44

$ 22.46

$ 19.60

Total Return A, B

  17.25%

  (46.39)%

  21.73%

  20.55%

  19.35%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.10%

  2.08%

  2.08%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.08%

  2.08%

  2.12%

  2.16%

Expenses net of all reductions

  2.07%

  2.04%

  2.04%

  2.06%

  2.10%

Net investment income (loss)

  .67%

  .97%

  .42%

  .48%

  .12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 191

$ 221

$ 559

$ 508

$ 351

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.98

$ 25.50

$ 22.53

$ 19.65

$ 16.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .20

  .12

  .12

  .04

Net realized and unrealized gain (loss)

  1.89

  (10.64)

  4.50

  3.79

  3.17

Total from investment operations

  1.97

  (10.44)

  4.62

  3.91

  3.21

Distributions from net investment income

  (.30)

  (.06)

  (.08)

  (.08)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.04)

Total distributions

  (.30)

  (3.08)

  (1.65)

  (1.03)

  (.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.65

$ 11.98

$ 25.50

$ 22.53

$ 19.65

Total Return A, B

  17.24%

  (46.33)%

  21.81%

  20.62%

  19.51%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.01%

  2.00%

  2.02%

  2.05%

Expenses net of fee waivers, if any

  2.09%

  2.01%

  2.00%

  2.02%

  2.05%

Expenses net of all reductions

  2.06%

  1.97%

  1.96%

  1.96%

  1.99%

Net investment income (loss)

  .68%

  1.04%

  .51%

  .57%

  .23%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 502

$ 618

$ 1,673

$ 1,395

$ 758

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 27.06

$ 23.78

$ 20.56

$ 17.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .21

  .41

  .38

  .37

  .25

Net realized and unrealized gain (loss)

  1.98

  (11.34)

  4.76

  3.98

  3.30

Total from investment operations

  2.19

  (10.93)

  5.14

  4.35

  3.55

Distributions from net investment income

  (.52)

  (.30)

  (.29)

  (.18)

  (.09)

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.52)

  (3.32)

  (1.86)

  (1.13)

  (.17)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.48

$ 12.81

$ 27.06

$ 23.78

$ 20.56

Total Return A

  18.45%

  (45.79)%

  23.07%

  21.96%

  20.81%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.07%

  .99%

  .98%

  .97%

  .97%

Expenses net of fee waivers, if any

  1.07%

  .99%

  .98%

  .97%

  .97%

Expenses net of all reductions

  1.04%

  .94%

  .94%

  .92%

  .91%

Net investment income (loss)

  1.70%

  2.07%

  1.53%

  1.62%

  1.32%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,540

$ 2,235

$ 5,266

$ 4,220

$ 2,213

Portfolio turnover rate D

  92%

  88%

  105%

  83%

  59%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Diversified International Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 927,004

Gross unrealized depreciation

(307,112)

Net unrealized appreciation (depreciation)

$ 619,892

 

 

Tax Cost

$ 4,184,758

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

Undistributed ordinary income

$ 56,997

Capital loss carryforward

$ (3,733,365)

Net unrealized appreciation (depreciation)

$ 617,772

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 208,554

$ 309,020

Long-term Capital Gains

-

1,706,375

Total

$ 208,554

$ 2,015,395

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,405,359 and $6,502,024, respectively.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .72% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 4,040

$ 72

Class T

.25%

.25%

4,291

-

Class B

.75%

.25%

1,839

1,386

Class C

.75%

.25%

4,934

247

 

 

 

$ 15,104

$ 1,705

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 162

Class T

45

Class B*

505

Class C*

29

 

$ 741

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 5,094

.32

Class T

2,624

.31

Class B

595

.32

Class C

1,546

.31

Institutional Class

4,868

.29

 

$ 14,727

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 21,164

.31%

$ 10

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $27 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $3,824.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,668 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 68,117

$ 51,458

Class T

33,086

20,765

Class B

5,353

649

Class C

14,560

3,823

Institutional Class

87,438

57,951

Total

$ 208,554

$ 134,646

From net realized gain

 

 

Class A

$ -

$ 650,221

Class T

-

391,932

Class B

-

65,309

Class C

-

195,682

Institutional Class

-

577,605

Total

$ -

$ 1,880,749

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

21,418

36,978

$ 253,623

$ 736,803

Reinvestment of distributions

5,430

26,184

57,665

589,918

Shares redeemed

(69,599)

(120,763)

(816,403)

(2,301,351)

Net increase (decrease)

(42,751)

(57,601)

$ (505,115)

$ (974,630)

Class T

 

 

 

 

Shares sold

8,679

12,597

$ 101,272

$ 249,376

Reinvestment of distributions

2,991

17,846

31,524

398,138

Shares redeemed

(42,114)

(76,733)

(489,737)

(1,486,718)

Net increase (decrease)

(30,444)

(46,290)

$ (356,941)

$ (839,204)

Class B

 

 

 

 

Shares sold

830

1,517

$ 9,528

$ 29,730

Reinvestment of distributions

460

2,657

4,698

57,330

Shares redeemed

(5,692)

(7,700)

(63,258)

(138,613)

Net increase (decrease)

(4,402)

(3,526)

$ (49,032)

$ (51,553)

Class C

 

 

 

 

Shares sold

2,588

6,466

$ 29,408

$ 129,678

Reinvestment of distributions

1,031

6,582

10,558

142,312

Shares redeemed

(18,446)

(27,030)

(204,594)

(481,929)

Net increase (decrease)

(14,827)

(13,982)

$ (164,628)

$ (209,939)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Institutional Class

 

 

 

 

Shares sold

29,717

70,399

$ 339,054

$ 1,369,597

Reinvestment of distributions

5,968

18,926

64,270

433,411

Shares redeemed

(103,818)

(109,533)

(1,218,070)

(2,095,521)

Net increase (decrease)

(68,133)

(20,208)

$ (814,746)

$ (292,513)

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Diversified International Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Diversified International Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Diversified International Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$0.193

$0.01

Class T

12/07/09

12/04/09

$0.158

$0.01

Class B

12/07/09

12/04/09

$0.093

$0.01

Class C

12/07/09

12/04/09

$0.095

$0.01

Class A, Class T, Class B, and Class C designates 100%, of each dividend distributed in December 2008, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/08

$0.493

$0.0438

Class T

12/08/08

$0.437

$0.0438

Class B

12/08/08

$0.345

$0.0438

Class C

12/08/08

$0.341

$0.0438

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Diversified International 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Diversified International Fund


fid4866

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one-year period, the third quartile for the three-year period, and the second quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% 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.

Advisor Diversified International Fund


fid4868

Annual Report

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
Company (Hong Kong) Limited

Fidelity Management & Research
Company (Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

ADIF-UANN-1209
1.784735.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Diversified International

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

18.45%

3.09%

4.91%

$10,000 Over Past 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Diversified International Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the MSCI ® EAFE® Index (Europe, Australia, Far East) performed over the same period.


fid4884

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan-representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from William Bower, Portfolio Manager of Fidelity® Advisor Diversified International Fund: During the year, the fund's Class A, Class T, Class B and Class C shares returned 18.16%, 17.84%, 17.25% and 17.24%, respectively, (excluding sales charges), trailing the MSCI EAFE Index. Unfavorable stock selection and industry positioning within financials was the biggest detractor. Adverse stock and market selection in consumer staples, health care and materials also hurt, as did weak picks in capital goods. Regionally, below-index returns in Europe and unfavorable country weightings held back results. Security selection in Japan detracted as well, despite underweighting this lagging market. Also harmful was our underexposure to the Australian market and dollar, along with poor stock picking there. Japanese investment banks Nomura Holdings and Daiwa Securities Group - which was sold during the period - were the biggest individual detractors. Conversely, underweighting utilities helped, followed by stock and market selection in consumer discretionary. Stock picks in telecommunication services also aided results, as did overweighting energy. On a geographic basis, the fund benefited from out-of-index exposures to Brazil, Canada, Taiwan, India and China. Our top contributor was German automaker and index component Volkswagen, which we avoided, and Italian automaker Fiat, which we overweighted.

Comments from William Bower, Portfolio Manager of Fidelity® Advisor Diversified International Fund: During the year, the fund's Institutional Class shares returned 18.45%, trailing the MSCI EAFE Index. Unfavorable stock selection and industry positioning within financials was the biggest detractor. Adverse stock and market selection in consumer staples, health care and materials also hurt, as did weak picks in capital goods. Regionally, below-index returns in Europe and unfavorable country weightings held back results. Security selection in Japan detracted as well, despite underweighting this lagging market. Also harmful was our underexposure to the Australian market and dollar, along with poor stock picking there. Japanese investment banks Nomura Holdings and Daiwa Securities Group - which was sold during the period - were the biggest individual detractors. Conversely, underweighting utilities helped, followed by stock and market selection in consumer discretionary. Stock picks in telecommunication services also aided results, as did overweighting energy. On a geographic basis, the fund benefited from out-of-index exposures to Brazil, Canada, Taiwan, India and China. Our top contributor was German automaker and index component Volkswagen, which we avoided, and Italian automaker Fiat, which we overweighted.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,287.30

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,018.40

$ 6.87

Class T

1.57%

 

 

 

Actual

 

$ 1,000.00

$ 1,285.10

$ 9.04

HypotheticalA

 

$ 1,000.00

$ 1,017.29

$ 7.98

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.50

$ 12.19

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.70

$ 12.08

HypotheticalA

 

$ 1,000.00

$ 1,014.62

$ 10.66

Institutional Class

1.04%

 

 

 

Actual

 

$ 1,000.00

$ 1,288.30

$ 6.00

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.30

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.2

0.9

Telefonica SA sponsored ADR (Spain, Diversified Telecommunication Services)

2.1

1.8

Nestle SA (Reg.) (Switzerland, Food Products)

1.9

2.2

Royal Dutch Shell PLC Class B (United Kingdom, Oil, Gas & Consumable Fuels)

1.8

0.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.7

2.0

 

9.7

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.5

19.5

Energy

10.9

9.6

Health Care

10.2

11.7

Consumer Discretionary

10.1

11.5

Information Technology

9.2

10.3

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

18.3

15.8

Japan

15.7

18.2

France

10.0

8.2

Switzerland

8.1

9.5

Germany

6.1

6.0

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 97.6%

 

fid4858

Stocks 99.0%

 

fid4861

Short-Term
Investments and
Net Other Assets 2.4%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.0%

 

fid4890

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.4%

Shares

Value (000s)

Australia - 2.0%

BHP Billiton Ltd. sponsored ADR (c)

689,200

$ 45,198

Newcrest Mining Ltd.

526,385

15,126

QBE Insurance Group Ltd.

363,338

7,315

Rio Tinto Ltd.

378,794

20,990

SEEK Ltd.

900,000

4,836

TOTAL AUSTRALIA

93,465

Bailiwick of Jersey - 0.9%

Experian PLC

2,693,000

24,715

Randgold Resources Ltd. sponsored ADR

175,600

11,714

United Business Media Ltd.

650,000

4,937

TOTAL BAILIWICK OF JERSEY

41,366

Belgium - 1.4%

Anheuser-Busch InBev SA NV

1,146,811

54,011

Fortis (a)

2,670,700

11,602

TOTAL BELGIUM

65,613

Bermuda - 0.5%

Huabao International Holdings Ltd.

3,500,000

3,339

Seadrill Ltd. (a)

1,006,600

21,025

TOTAL BERMUDA

24,364

Brazil - 2.0%

Banco Santander (Brasil) SA ADR (a)

950,000

11,267

BM&F BOVESPA SA

2,999,973

19,333

BR Malls Participacoes SA (a)

750,000

8,044

Itau Unibanco Banco Multiplo SA ADR

770,000

14,738

Medial Saude SA (a)

1,952,000

15,960

Petroleo Brasileiro SA - Petrobras sponsored ADR

248,700

11,495

Vivo Participacoes SA sponsored ADR

579,700

14,058

TOTAL BRAZIL

94,895

Canada - 5.2%

Agnico-Eagle Mines Ltd. (Canada)

188,800

10,043

Barrick Gold Corp.

239,200

8,606

Canadian Natural Resources Ltd.

308,100

19,979

Cequence Energy Ltd. (a)

106

0*

Compton Petroleum Corp. (a)(c)

4,000,000

4,063

Crescent Point Energy Corp.

60,000

2,039

EnCana Corp.

356,808

19,770

Fairborne Energy Trust (a)

1,150,000

4,726

Iteration Energy Ltd. (a)

4,000,000

4,211

Common Stocks - continued

Shares

Value (000s)

Canada - continued

Niko Resources Ltd.

320,000

$ 25,887

Open Text Corp. (a)

416,800

15,550

OZ Optics Ltd. unit (a)(f)

5,400

25

Painted Pony Petroleum Ltd. (a)(d)

90,400

491

Painted Pony Petroleum Ltd. Class A (a)

97,600

528

PetroBakken Energy Ltd. Class A

600,000

17,299

Petrobank Energy & Resources Ltd. (a)(c)

834,000

36,461

Royal Bank of Canada

125,000

6,326

Silver Wheaton Corp. (a)

828,100

10,400

Suncor Energy, Inc.

1,408,000

46,706

Toronto-Dominion Bank

100,000

5,696

Yamana Gold, Inc.

665,500

7,055

TOTAL CANADA

245,861

Cayman Islands - 0.6%

Belle International Holdings Ltd.

10,000,000

10,097

China Dongxiang Group Co. Ltd.

14,526,000

8,875

Hengan International Group Co. Ltd.

1,279,000

8,233

TOTAL CAYMAN ISLANDS

27,205

China - 0.8%

Baidu.com, Inc. sponsored ADR (a)

25,000

9,448

China Merchants Bank Co. Ltd. (H Shares)

6,351,000

16,248

NetEase.com, Inc. sponsored ADR (a)

73,700

2,846

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

2,500,000

8,836

TOTAL CHINA

37,378

Denmark - 1.4%

Carlsberg AS Series B

200,100

14,124

Novo Nordisk AS Series B

565,000

35,188

William Demant Holding AS (a)

248,434

17,757

TOTAL DENMARK

67,069

Finland - 0.1%

Nokian Tyres PLC

260,600

5,576

France - 10.0%

Accor SA

56,318

2,708

Atos Origin SA (a)

225,000

10,575

AXA SA

1,725,385

42,908

BNP Paribas SA

569,082

43,086

Bouygues SA

280,847

13,287

Cap Gemini SA

691,100

32,147

Common Stocks - continued

Shares

Value (000s)

France - continued

Credit Agricole SA

646,900

$ 12,475

Danone

558,984

33,688

Essilor International SA

205,100

11,514

Euler Hermes SA (UNGTD)

38,400

3,056

GDF Suez

483,336

20,274

Groupe Eurotunnel SA

693,000

6,868

Iliad Group SA

85,605

9,284

L'Oreal SA

114,000

11,688

LVMH Moet Hennessy - Louis Vuitton

125,800

13,079

Pernod Ricard SA

280,028

23,402

PPR SA

248,400

27,181

Sanofi-Aventis sponsored ADR

1,317,882

48,656

Schneider Electric SA

293,457

30,665

Societe Generale Series A

486,648

32,498

Total SA sponsored ADR

553,000

33,219

Unibail-Rodamco

29,300

6,508

Vallourec SA

38,799

6,149

TOTAL FRANCE

474,915

Germany - 6.0%

Aixtron AG

418,400

12,542

Allianz AG sponsored ADR

1,423,670

16,159

BASF AG

249,131

13,381

Bayerische Motoren Werke AG (BMW)

418,089

20,484

Daimler AG (Reg.)

302,735

14,601

Deutsche Boerse AG

522,328

42,367

E.ON AG sponsored ADR

1,184,100

45,469

Fresenius Medical Care AG & Co. KGaA

363,400

17,620

Fresenius SE

300,000

14,948

HeidelbergCement AG

36,800

2,206

Linde AG

57,056

5,994

Metro AG

118,700

6,596

Munich Re Group (Reg.)

156,060

24,720

SAP AG sponsored ADR (c)

335,700

15,197

Siemens AG (Reg.)

352,073

31,694

TOTAL GERMANY

283,978

Greece - 0.3%

Hellenic Telecommunications Organization SA

733,238

12,408

Piraeus Bank SA

111,100

1,937

TOTAL GREECE

14,345

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.0%

Hang Lung Properties Ltd.

3,482,000

$ 13,159

Hong Kong Exchange & Clearing Ltd.

1,413,400

24,880

Hutchison Whampoa Ltd.

1,325,000

9,300

TOTAL HONG KONG

47,339

India - 0.8%

HDFC Bank Ltd.

340,000

11,589

Indiabulls Real Estate Ltd. (a)

256,536

1,343

State Bank of India

490,685

22,660

TOTAL INDIA

35,592

Ireland - 1.1%

Covidien PLC

357,700

15,066

CRH PLC

974,737

23,825

Ryanair Holdings PLC sponsored ADR (a)

533,200

14,540

TOTAL IRELAND

53,431

Israel - 0.3%

Teva Pharmaceutical Industries Ltd. sponsored ADR

300,000

15,144

Italy - 2.5%

ENI SpA

768,323

19,028

Fiat SpA (a)(c)

2,822,900

42,205

Intesa Sanpaolo SpA

6,763,609

28,615

UniCredit SpA

8,116,398

27,351

Unione di Banche Italiane SCPA

160,000

2,292

TOTAL ITALY

119,491

Japan - 15.7%

Canon, Inc.

436,300

16,451

Daiichi Sankyo Kabushiki Kaisha

350,000

6,838

Denso Corp.

880,000

24,046

East Japan Railway Co.

226,400

14,499

Eisai Co. Ltd.

330,000

11,719

Fanuc Ltd.

117,200

9,735

Fast Retailing Co. Ltd.

147,600

24,295

Honda Motor Co. Ltd. sponsored ADR

841,200

26,052

Ibiden Co. Ltd.

443,100

15,865

Japan Tobacco, Inc.

5,025

14,098

JSR Corp.

444,400

8,668

JTEKT Corp.

1,918,400

20,267

Jupiter Telecommunications Co.

16,945

15,489

Keyence Corp.

53,900

10,701

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Mazda Motor Corp.

1,225,000

$ 2,765

Miraca Holdings, Inc.

468,800

15,162

Mitsubishi Corp.

960,200

20,358

Mitsubishi UFJ Financial Group, Inc.

8,082,700

43,054

Mitsui & Co. Ltd.

1,842,100

24,194

Nintendo Co. Ltd.

47,200

11,840

Nippon Electric Glass Co. Ltd.

1,417,000

15,259

Nippon Telegraph & Telephone Corp.

307,800

12,701

Nomura Holdings, Inc.

4,971,300

35,041

NSK Ltd.

1,885,000

10,952

ORIX Corp.

404,400

26,124

Promise Co. Ltd. (c)

540,000

3,433

Rakuten, Inc.

26,761

18,328

Ricoh Co. Ltd.

885,000

12,028

ROHM Co. Ltd.

143,000

9,484

Sankyo Co. Ltd. (Gunma)

149,500

8,540

Seven & i Holdings Co., Ltd.

401,700

8,795

Softbank Corp.

1,236,200

29,131

Sony Corp. sponsored ADR

325,000

9,552

Sumco Corp.

315,900

6,029

Sumitomo Corp.

993,800

9,648

Sumitomo Electric Industries Ltd.

1,180,800

14,330

Sumitomo Mitsui Financial Group, Inc.

718,300

24,416

THK Co. Ltd.

672,700

11,625

Tokai Carbon Co. Ltd.

1,911,000

9,225

Tokyo Electron Ltd.

330,400

18,588

Toshiba Corp.

4,711,000

26,926

Toyota Motor Corp.

1,644,200

64,912

USS Co. Ltd.

90,000

5,445

Yahoo! Japan Corp.

53,454

16,385

TOTAL JAPAN

742,993

Korea (South) - 0.8%

Lotte Shopping Co. Ltd.

10,534

2,964

Samsung Electronics Co. Ltd.

59,562

35,709

TOTAL KOREA (SOUTH)

38,673

Luxembourg - 0.6%

ArcelorMittal SA (NY Shares) Class A (c)

370,000

12,587

SES SA FDR (France) unit

735,545

15,971

TOTAL LUXEMBOURG

28,558

Common Stocks - continued

Shares

Value (000s)

Mexico - 0.2%

Cemex SA de CV sponsored ADR

800,000

$ 8,304

Netherlands - 2.7%

Akzo Nobel NV (c)

301,100

17,847

ASML Holding NV (NY Shares)

660,000

17,780

Gemalto NV (a)

280,100

11,823

Koninklijke KPN NV

2,196,154

39,912

Koninklijke Philips Electronics NV (NY Shares)

538,200

13,503

QIAGEN NV (a)

275,400

5,737

Randstad Holdings NV (a)

289,682

11,041

Royal DSM NV

209,800

9,213

TOTAL NETHERLANDS

126,856

Netherlands Antilles - 0.5%

Schlumberger Ltd.

399,600

24,855

Norway - 0.8%

DnB NOR ASA (a)(c)

797,000

9,179

Sevan Marine ASA (a)

6,228,000

10,104

Telenor ASA (a)

1,598,400

20,698

TOTAL NORWAY

39,981

Papua New Guinea - 0.3%

Lihir Gold Ltd.

4,724,420

12,918

South Africa - 1.4%

AngloGold Ashanti Ltd. sponsored ADR

286,300

10,748

Aspen Pharmacare Holdings Ltd.

2,536,948

21,497

Impala Platinum Holdings Ltd.

819,900

18,292

MTN Group Ltd.

877,500

13,198

TOTAL SOUTH AFRICA

63,735

Spain - 3.9%

Banco Santander SA sponsored ADR

2,325,000

37,340

Enagas SA

364,905

7,528

Iberdrola SA (c)

2,087,600

18,985

Inditex SA

242,722

14,287

Red Electrica Corporacion SA

155,300

8,047

Telefonica SA sponsored ADR

1,193,200

100,145

TOTAL SPAIN

186,332

Sweden - 1.0%

H&M Hennes & Mauritz AB (B Shares)

438,097

24,883

Common Stocks - continued

Shares

Value (000s)

Sweden - continued

Intrum Justitia AB

232,400

$ 2,864

Telefonaktiebolaget LM Ericsson (B Shares)

2,000,000

20,894

TOTAL SWEDEN

48,641

Switzerland - 8.1%

Actelion Ltd. (Reg.) (a)

397,214

21,930

Credit Suisse Group (Reg.)

200,000

10,689

Kuehne & Nagel International AG

210,219

19,094

Lonza Group AG

32,493

2,532

Nestle SA (Reg.)

1,931,485

90,014

Nobel Biocare Holding AG (Switzerland)

399,960

11,382

Roche Holding AG (participation certificate)

501,668

80,523

Sonova Holding AG

241,862

24,938

Swiss Reinsurance Co. (Reg.)

185,285

7,588

Transocean Ltd. (a)

199,400

16,732

UBS AG:

(For. Reg.) (a)

578,151

9,639

(NY Shares) (a)

2,141,000

35,519

Zurich Financial Services AG (Reg.)

228,465

52,524

TOTAL SWITZERLAND

383,104

Taiwan - 0.7%

Advanced Semiconductor Engineering, Inc.

15,546,572

12,207

Taiwan Semiconductor Manufacturing Co. Ltd.

10,630,502

19,212

TOTAL TAIWAN

31,419

United Kingdom - 18.3%

Anglo American PLC (United Kingdom) (a)

736,638

26,788

Barclays PLC

9,353,246

49,037

BG Group PLC

1,655,000

28,666

BHP Billiton PLC

579,669

15,641

BP PLC

5,682,300

53,262

British Land Co. PLC

1,071,729

8,309

Burberry Group PLC

1,531,400

13,552

Carphone Warehouse Group PLC

4,142,855

12,522

easyJet PLC (a)

2,755,100

16,288

HSBC Holdings PLC:

(Hong Kong) (Reg.)

2,416,168

26,682

sponsored ADR

1,883,400

104,324

Imperial Tobacco Group PLC

791,600

23,394

InterContinental Hotel Group PLC

969,040

12,489

Intertek Group PLC

807,200

16,632

Kesa Electricals PLC

5,098,200

11,124

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Man Group PLC

5,283,658

$ 26,892

Misys PLC

3,984,300

13,547

Mothercare PLC

6,362

60

National Grid PLC

1,533,700

15,272

Next PLC

325,000

9,578

Prudential PLC

1,448,688

13,236

QinetiQ Group PLC

1,170,000

3,154

Reckitt Benckiser Group PLC

1,047,378

52,189

Rio Tinto PLC (Reg.)

553,000

24,456

Royal Dutch Shell PLC Class B

2,948,219

84,900

Segro PLC

1,007,600

5,840

Serco Group PLC

3,199,258

26,552

Standard Chartered PLC (United Kingdom)

1,689,719

41,627

Tesco PLC

4,416,834

29,539

Vodafone Group PLC sponsored ADR

3,660,000

81,215

Wolseley PLC (a)

368,000

7,480

Xstrata PLC

638,227

9,247

TOTAL UNITED KINGDOM

863,494

United States of America - 5.5%

Allergan, Inc.

393,400

22,129

C. R. Bard, Inc.

145,700

10,938

CME Group, Inc.

36,800

11,136

ENSCO International, Inc.

242,500

11,104

Express Scripts, Inc. (a)

187,200

14,961

Google, Inc. Class A (a)

38,100

20,426

JPMorgan Chase & Co.

441,200

18,429

Medco Health Solutions, Inc. (a)

287,300

16,123

Morgan Stanley

834,700

26,811

Nabors Industries Ltd. (a)

200,000

4,166

Newmont Mining Corp.

225,000

9,779

Pfizer, Inc.

1,111,300

18,925

Philip Morris International, Inc.

267,200

12,655

Pride International, Inc. (a)

335,000

9,903

Range Resources Corp.

100,500

5,030

Sohu.com, Inc. (a)

215,200

11,965

State Street Corp.

214,100

8,988

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Visa, Inc. Class A

100,000

$ 7,576

Wells Fargo & Co.

610,200

16,793

TOTAL UNITED STATES OF AMERICA

257,837

TOTAL COMMON STOCKS

(Cost $3,954,246)

4,604,727

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

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

150,500

4,959

Italy - 0.1%

Fiat SpA (a)

340,700

3,038

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,932)

7,997

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (e)

110,108,640

110,109

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)

81,817,262

81,817

TOTAL MONEY MARKET FUNDS

(Cost $191,926)

191,926

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $4,151,104)

4,804,650

NET OTHER ASSETS - (1.7)%

(78,187)

NET ASSETS - 100%

$ 4,726,463

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $491,000 or 0.0% of net assets.

(e) 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.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $25,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

OZ Optics Ltd. unit

8/18/00

$ 80

* Amount represents less than $1,000.

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
(Amounts in thousands)

Fidelity Cash Central Fund

$ 320

Fidelity Securities Lending Cash Central Fund

3,824

Total

$ 4,144

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Arealink Co. Ltd.

$ 2,760

$ -

$ 967

$ -

$ -

Sinfonia Technology Co. Ltd.

21,759

-

19,095

-

-

Total

$ 24,519

$ -

$ 20,062

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 863,494

$ 625,157

$ 238,337

$ -

Japan

742,993

35,604

707,389

-

France

474,915

432,007

42,908

-

Switzerland

383,104

362,776

20,328

-

Germany

288,937

242,642

46,295

-

United States of America

257,837

257,837

-

-

Canada

245,861

245,345

491

25

Spain

186,332

186,332

-

-

Netherlands

126,856

126,856

-

-

Other

1,042,395

704,890

337,505

-

Money Market Funds

191,926

191,926

-

-

Total Investments in Securities:

$ 4,804,650

$ 3,411,372

$ 1,393,253

$ 25

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 6,884

Total Realized Gain (Loss)

(31,949)

Total Unrealized Gain (Loss)

27,594

Cost of Purchases

-

Proceeds of Sales

(2,504)

Amortization/Accretion

-

Transfers in/out of Level 3

-

Ending Balance

$ 25

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ (40)

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $3,733,365,000 of which $465,079,000 and $3,268,286,000 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $76,014) - See accompanying schedule:

Unaffiliated issuers (cost $3,959,178)

$ 4,612,724

 

Fidelity Central Funds (cost $191,926)

191,926

 

Total Investments (cost $4,151,104)

 

$ 4,804,650

Foreign currency held at value (cost $2,287)

2,288

Receivable for investments sold

33,632

Receivable for fund shares sold

2,741

Dividends receivable

8,331

Distributions receivable from Fidelity Central Funds

61

Prepaid expenses

30

Other receivables

662

Total assets

4,852,395

 

 

 

Liabilities

Payable for investments purchased

$ 16,955

Payable for fund shares redeemed

16,127

Accrued management fee

2,929

Distribution fees payable

1,333

Other affiliated payables

1,249

Other payables and accrued expenses

5,522

Collateral on securities loaned, at value

81,817

Total liabilities

125,932

 

 

 

Net Assets

$ 4,726,463

Net Assets consist of:

 

Paid in capital

$ 7,787,792

Undistributed net investment income

53,494

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

(3,763,555)

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

648,732

Net Assets

$ 4,726,463

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($1,661,596 ÷ 116,590 shares)

$ 14.25

 

 

 

Maximum offering price per share (100/94.25 of $14.25)

$ 15.12

Class T:
Net Asset Value
and redemption price per share ($831,846 ÷ 58,943 shares)

$ 14.11

 

 

 

Maximum offering price per share (100/96.50 of $14.11)

$ 14.62

Class B:
Net Asset Value
and offering price per share ($191,228 ÷ 14,048 shares)A

$ 13.61

 

 

 

Class C:
Net Asset Value
and offering price per share ($502,272 ÷ 36,790 shares)A

$ 13.65

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,539,521 ÷ 106,310 shares)

$ 14.48

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 138,779

Interest

 

1

Income from Fidelity Central Funds

 

4,144

 

 

142,924

Less foreign taxes withheld

 

(11,358)

Total income

 

131,566

 

 

 

Expenses

Management fee

$ 34,389

Transfer agent fees

14,727

Distribution fees

15,104

Accounting and security lending fees

1,623

Custodian fees and expenses

867

Independent trustees' compensation

36

Registration fees

163

Audit

97

Legal

48

Interest

10

Miscellaneous

136

Total expenses before reductions

67,200

Expense reductions

(1,670)

65,530

Net investment income (loss)

66,036

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $3,118)

(3,058,416)

Other affiliated issuers

(57,956)

 

Foreign currency transactions

3,329

Total net realized gain (loss)

 

(3,113,043)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $2,694)

3,684,668

Assets and liabilities in foreign currencies

(284)

Total change in net unrealized appreciation (depreciation)

 

3,684,384

Net gain (loss)

571,341

Net increase (decrease) in net assets resulting from operations

$ 637,377

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 66,036

$ 207,275

Net realized gain (loss)

(3,113,043)

(598,054)

Change in net unrealized appreciation (depreciation)

3,684,384

(5,879,928)

Net increase (decrease) in net assets resulting
from operations

637,377

(6,270,707)

Distributions to shareholders from net investment income

(208,554)

(134,646)

Distributions to shareholders from net realized gain

-

(1,880,749)

Total distributions

(208,554)

(2,015,395)

Share transactions - net increase (decrease)

(1,890,462)

(2,367,839)

Redemption fees

327

414

Total increase (decrease) in net assets

(1,461,312)

(10,653,527)

 

 

 

Net Assets

Beginning of period

6,187,775

16,841,302

End of period (including undistributed net investment income of $53,494 and undistributed net investment income of $203,893, respectively)

$ 4,726,463

$ 6,187,775

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 26.62

$ 23.42

$ 20.30

$ 16.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .36

  .31

  .30

  .19

Net realized and unrealized gain (loss)

  1.96

  (11.15)

  4.69

  3.91

  3.27

Total from investment operations

  2.13

  (10.79)

  5.00

  4.21

  3.46

Distributions from net investment income

  (.45)

  (.24)

  (.23)

  (.14)

  (.05)

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.45)

  (3.26)

  (1.80)

  (1.09)

  (.13)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.25

$ 12.57

$ 26.62

$ 23.42

$ 20.30

Total Return A, B

  18.16%

  (45.95)%

  22.76%

  21.54%

  20.50%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.26%

  1.25%

  1.26%

  1.27%

Expenses net of fee waivers, if any

  1.34%

  1.26%

  1.25%

  1.26%

  1.27%

Expenses net of all reductions

  1.31%

  1.22%

  1.21%

  1.20%

  1.20%

Net investment income (loss)

  1.43%

  1.80%

  1.26%

  1.33%

  1.02%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,662

$ 2,004

$ 5,774

$ 4,694

$ 2,792

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.42

$ 26.30

$ 23.17

$ 20.12

$ 16.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .31

  .25

  .25

  .15

Net realized and unrealized gain (loss)

  1.94

  (11.01)

  4.63

  3.89

  3.23

Total from investment operations

  2.08

  (10.70)

  4.88

  4.14

  3.38

Distributions from net investment income

  (.39)

  (.16)

  (.18)

  (.14)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.39)

  (3.18)

  (1.75)

  (1.09)

  (.08)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.11

$ 12.42

$ 26.30

$ 23.17

$ 20.12

Total Return A, B

  17.84%

  (46.04)%

  22.43%

  21.33%

  20.16%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.58%

  1.49%

  1.47%

  1.48%

  1.51%

Expenses net of fee waivers, if any

  1.58%

  1.49%

  1.47%

  1.48%

  1.51%

Expenses net of all reductions

  1.55%

  1.44%

  1.43%

  1.42%

  1.45%

Net investment income (loss)

  1.19%

  1.57%

  1.04%

  1.12%

  .77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 832

$ 1,110

$ 3,569

$ 3,609

$ 2,420

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.95

$ 25.44

$ 22.46

$ 19.60

$ 16.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .18

  .10

  .10

  .02

Net realized and unrealized gain (loss)

  1.88

  (10.62)

  4.50

  3.79

  3.16

Total from investment operations

  1.96

  (10.44)

  4.60

  3.89

  3.18

Distributions from net investment income

  (.30)

  (.03)

  (.05)

  (.08)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.04)

Total distributions

  (.30)

  (3.05)

  (1.62)

  (1.03)

  (.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.61

$ 11.95

$ 25.44

$ 22.46

$ 19.60

Total Return A, B

  17.25%

  (46.39)%

  21.73%

  20.55%

  19.35%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.10%

  2.08%

  2.08%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.08%

  2.08%

  2.12%

  2.16%

Expenses net of all reductions

  2.07%

  2.04%

  2.04%

  2.06%

  2.10%

Net investment income (loss)

  .67%

  .97%

  .42%

  .48%

  .12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 191

$ 221

$ 559

$ 508

$ 351

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.98

$ 25.50

$ 22.53

$ 19.65

$ 16.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .20

  .12

  .12

  .04

Net realized and unrealized gain (loss)

  1.89

  (10.64)

  4.50

  3.79

  3.17

Total from investment operations

  1.97

  (10.44)

  4.62

  3.91

  3.21

Distributions from net investment income

  (.30)

  (.06)

  (.08)

  (.08)

  -

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.04)

Total distributions

  (.30)

  (3.08)

  (1.65)

  (1.03)

  (.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.65

$ 11.98

$ 25.50

$ 22.53

$ 19.65

Total Return A, B

  17.24%

  (46.33)%

  21.81%

  20.62%

  19.51%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.01%

  2.00%

  2.02%

  2.05%

Expenses net of fee waivers, if any

  2.09%

  2.01%

  2.00%

  2.02%

  2.05%

Expenses net of all reductions

  2.06%

  1.97%

  1.96%

  1.96%

  1.99%

Net investment income (loss)

  .68%

  1.04%

  .51%

  .57%

  .23%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 502

$ 618

$ 1,673

$ 1,395

$ 758

Portfolio turnover rate E

  92%

  88%

  105%

  83%

  59%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 27.06

$ 23.78

$ 20.56

$ 17.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .21

  .41

  .38

  .37

  .25

Net realized and unrealized gain (loss)

  1.98

  (11.34)

  4.76

  3.98

  3.30

Total from investment operations

  2.19

  (10.93)

  5.14

  4.35

  3.55

Distributions from net investment income

  (.52)

  (.30)

  (.29)

  (.18)

  (.09)

Distributions from net realized gain

  -

  (3.02)

  (1.57)

  (.95)

  (.08)

Total distributions

  (.52)

  (3.32)

  (1.86)

  (1.13)

  (.17)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.48

$ 12.81

$ 27.06

$ 23.78

$ 20.56

Total Return A

  18.45%

  (45.79)%

  23.07%

  21.96%

  20.81%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.07%

  .99%

  .98%

  .97%

  .97%

Expenses net of fee waivers, if any

  1.07%

  .99%

  .98%

  .97%

  .97%

Expenses net of all reductions

  1.04%

  .94%

  .94%

  .92%

  .91%

Net investment income (loss)

  1.70%

  2.07%

  1.53%

  1.62%

  1.32%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,540

$ 2,235

$ 5,266

$ 4,220

$ 2,213

Portfolio turnover rate D

  92%

  88%

  105%

  83%

  59%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Diversified International Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 927,004

Gross unrealized depreciation

(307,112)

Net unrealized appreciation (depreciation)

$ 619,892

 

 

Tax Cost

$ 4,184,758

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

Undistributed ordinary income

$ 56,997

Capital loss carryforward

$ (3,733,365)

Net unrealized appreciation (depreciation)

$ 617,772

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 208,554

$ 309,020

Long-term Capital Gains

-

1,706,375

Total

$ 208,554

$ 2,015,395

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,405,359 and $6,502,024, respectively.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .72% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 4,040

$ 72

Class T

.25%

.25%

4,291

-

Class B

.75%

.25%

1,839

1,386

Class C

.75%

.25%

4,934

247

 

 

 

$ 15,104

$ 1,705

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 162

Class T

45

Class B*

505

Class C*

29

 

$ 741

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 5,094

.32

Class T

2,624

.31

Class B

595

.32

Class C

1,546

.31

Institutional Class

4,868

.29

 

$ 14,727

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 21,164

.31%

$ 10

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $27 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $3,824.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,668 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 68,117

$ 51,458

Class T

33,086

20,765

Class B

5,353

649

Class C

14,560

3,823

Institutional Class

87,438

57,951

Total

$ 208,554

$ 134,646

From net realized gain

 

 

Class A

$ -

$ 650,221

Class T

-

391,932

Class B

-

65,309

Class C

-

195,682

Institutional Class

-

577,605

Total

$ -

$ 1,880,749

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

21,418

36,978

$ 253,623

$ 736,803

Reinvestment of distributions

5,430

26,184

57,665

589,918

Shares redeemed

(69,599)

(120,763)

(816,403)

(2,301,351)

Net increase (decrease)

(42,751)

(57,601)

$ (505,115)

$ (974,630)

Class T

 

 

 

 

Shares sold

8,679

12,597

$ 101,272

$ 249,376

Reinvestment of distributions

2,991

17,846

31,524

398,138

Shares redeemed

(42,114)

(76,733)

(489,737)

(1,486,718)

Net increase (decrease)

(30,444)

(46,290)

$ (356,941)

$ (839,204)

Class B

 

 

 

 

Shares sold

830

1,517

$ 9,528

$ 29,730

Reinvestment of distributions

460

2,657

4,698

57,330

Shares redeemed

(5,692)

(7,700)

(63,258)

(138,613)

Net increase (decrease)

(4,402)

(3,526)

$ (49,032)

$ (51,553)

Class C

 

 

 

 

Shares sold

2,588

6,466

$ 29,408

$ 129,678

Reinvestment of distributions

1,031

6,582

10,558

142,312

Shares redeemed

(18,446)

(27,030)

(204,594)

(481,929)

Net increase (decrease)

(14,827)

(13,982)

$ (164,628)

$ (209,939)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Institutional Class

 

 

 

 

Shares sold

29,717

70,399

$ 339,054

$ 1,369,597

Reinvestment of distributions

5,968

18,926

64,270

433,411

Shares redeemed

(103,818)

(109,533)

(1,218,070)

(2,095,521)

Net increase (decrease)

(68,133)

(20,208)

$ (814,746)

$ (292,513)

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Diversified International Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Diversified International Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Diversified International Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class I

12/07/09

12/04/09

$0.231

$0.01

Class I designates 89% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class I

12/08/2008

$0.56

$0.0438

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Diversified International 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Diversified International Fund


fid4892

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one-year period, the third quartile for the three-year period, and the second quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% 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.

Advisor Diversified International Fund


fid4894

Annual Report

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
Company (Hong Kong) Limited

Fidelity Management & Research
Company (Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

ADIFI-UANN-1209
1.784736.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Emerging Asia

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10 years

Class A (incl. 5.75% sales charge)

55.92%

18.02%

7.97%

Class T (incl. 3.50% sales charge)

59.28%

18.27%

7.94%

Class B (incl. contingent deferred sales charge) A

59.23%

18.33%

8.02%

Class C (incl. contingent deferred sales charge) B

63.21%

18.53%

7.80%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charge included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Emerging Asia Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® AC (All Country) Asia ex Japan Index performed over the same period.


fid4909

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging Asia produced extraordinary gains, as investors' mood shifted from despair early in the period to optimism that the global recession might be ending. Reflecting the sea change in sentiment and aided by a slumping U.S. dollar, the MSCI® AC (All Country) Asia ex Japan Index returned 66.47% during the 12 months ending October 31, 2009. Among the index's five largest components - Hong Kong, South Korea, China, Taiwan and India - China posted the strongest results, returning more than 102%. That outstanding performance came amid accelerating economic growth - from 6.1% in the first quarter of 2009 to 8.9% in the third quarter - and optimism fostered by the Chinese government's massive fiscal stimulus package. At the low end of that quintet was Taiwan, with a return of just under 50%. One factor holding back Taiwan's gains was a delay in the long-awaited agreement between Taiwan and China to provide closer financial cooperation between the two countries. Only one index component, war-torn Pakistan, finished with a negative return, which was partly a result of the country's removal from the index near the end of 2008.

Comments from Kevin Chang, Portfolio Manager of Fidelity® Advisor Emerging Asia Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 65.43%, 65.06%, 64.23% and 64.21%, respectively (excluding sales charges), trailing the MSCI AC (All Country) Asia ex Japan Index. Stock selection in South Korea and China hurt results, although much of the damage in China was offset by an overweighting there. My picks in consumer staples also detracted, as did an underweighting and stock selection in capital goods. Weak picks and an overweighting in semiconductors/semiconductor equipment hurt as well. A moderate cash position held back results amid a strongly rising market. Several defensive Korean holdings detracted: Samsung Electronics, home/personal care products provider LG Household & Healthcare - which I sold during the period - and NHN, an Internet services provider. Samsung was our biggest absolute contributor, though. Elsewhere, Taiwan Semiconductor Manufacturing, another defensive holding, dampened results. Conversely, stock selection in consumer durables/apparel and retailing contributed. Stock picking in real estate - mostly Hong Kong holdings - also added value. Underweighting telecommunication services and utilities further helped. The fund's top relative contributor was Chinese retailer GOME Electrical Appliances Holding. Also lifting results was Bumi Resources, an Indonesian thermal coal producer. I sold both GOME and Bumi Resources by period end. Other contributors were Tencent Holdings, a Chinese Internet service provider, and an out-of-index position in gold miner Lihir Gold, based in Papua New Guinea. Lihir Gold was not held at period end.

Comments from Kevin Chang, Portfolio Manager of Fidelity® Advisor Emerging Asia Fund: During the past year, the fund's Institutional Class shares returned 65.94%, trailing the MSCI AC (All Country) Asia ex Japan Index. Stock selection in South Korea and China hurt results, although much of the damage in China was offset by an overweighting there. My picks in consumer staples also detracted, as did an underweighting and stock selection in capital goods. Weak picks and an overweighting in semiconductors/semiconductor equipment hurt as well. A moderate cash position held back results amid a strongly rising market. Several defensive Korean holdings detracted: Samsung Electronics, home/personal care products provider LG Household & Healthcare - which I sold during the period - and NHN, an Internet services provider. Samsung was our biggest absolute contributor, though. Elsewhere, Taiwan Semiconductor Manufacturing, another defensive holding, dampened results. Conversely, stock selection in consumer durables/apparel and retailing contributed. Stock picking in real estate - mostly Hong Kong holdings - also added value. Underweighting telecommunication services and utilities further helped. The fund's top relative contributor was Chinese retailer GOME Electrical Appliances Holding. Also lifting results was Bumi Resources, an Indonesian thermal coal producer. I sold both GOME and Bumi Resources by period end. Other contributors were Tencent Holdings, a Chinese Internet service provider, and an out-of-index position in gold miner Lihir Gold, based in Papua New Guinea. Lihir Gold was not held at period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,386.00

$ 9.02

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,384.20

$ 10.52

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,380.90

$ 13.50

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,380.70

$ 13.50

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,388.00

$ 7.52

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd.

3.9

6.4

Tencent Holdings Ltd.

2.9

1.7

China Construction Bank Corp. (H Shares)

2.6

1.2

China Life Insurance Co. Ltd. (H Shares)

2.6

2.8

Industrial & Commercial Bank of China Ltd.

2.5

1.0

Bank of China (H Shares)

2.0

1.2

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1.9

2.1

Taiwan Semiconductor Manufacturing Co. Ltd.

1.9

4.5

Shinhan Financial Group Co. Ltd.

1.8

1.0

Infosys Technologies Ltd.

1.8

1.3

 

23.9

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

39.5

29.7

Information Technology

22.9

25.0

Consumer Discretionary

10.2

9.7

Industrials

8.8

6.4

Materials

7.1

6.4

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 96.0%

 

fid4858

Stocks 95.6%

 

fid4861

Short-Term
Investments and
Net Other Assets 4.0%

 

fid4861

Short-Term
Investments and
Net Other Assets 4.4%

 

fid4915

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 0.9%

BHP Billiton Ltd.

23,100

$ 757,353

Incitec Pivot Ltd.

815,598

1,901,894

TOTAL AUSTRALIA

2,659,247

Bermuda - 2.2%

Aquarius Platinum Ltd. (Australia) (c)

300,993

1,308,849

G-Resources Group Ltd. (a)

15,378,000

962,613

Orient Overseas International Ltd.

242,000

1,180,755

Sinofert Holdings Ltd.

2,502,000

1,238,291

Vtech Holdings Ltd.

182,000

1,516,868

TOTAL BERMUDA

6,207,376

Cayman Islands - 3.0%

Hutchison China Meditech Ltd. (a)

3

8

Kingboard Chemical Holdings Ltd.

159,500

641,990

KWG Property Holding Ltd.

2,646,500

1,898,514

Maoye International Holdings Ltd.

7,111,000

1,890,241

Pacific Textile Holdings Ltd.

4,272,000

2,100,432

Shimao Property Holdings Ltd.

637,000

1,183,312

Xingda International Holdings Ltd.

1,748,000

865,580

TOTAL CAYMAN ISLANDS

8,580,077

China - 24.2%

Air China Ltd. (H Shares) (a)

1,612,000

872,605

Anhui Conch Cement Co. Ltd. (H Shares)

296,000

1,915,270

Bank of China (H Shares)

10,005,000

5,803,963

Bank of Communications Co. Ltd. (H Shares)

626,000

748,518

BYD Co. Ltd. (H Shares) (a)

124,000

1,135,284

China Coal Energy Co. Ltd. (H Shares)

1,535,000

2,135,562

China Construction Bank Corp. (H Shares)

8,705,000

7,505,050

China Cosco Holdings Co. Ltd. (H Shares)

1,469,500

1,811,213

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

1,618,998

1,614,558

China Life Insurance Co. Ltd. (H Shares)

1,602,000

7,365,924

China Merchants Bank Co. Ltd. (H Shares)

1,125,000

2,878,209

China Oilfield Services Ltd. (H Shares)

1,760,000

1,901,757

Dongfang Electric Corp. Ltd.

93,600

464,981

Dongfeng Motor Group Co. Ltd. (H Shares)

786,000

934,524

Golden Eagle Retail Group Ltd. (H Shares)

1,140,000

1,960,761

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

461,600

864,982

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

9,049,000

7,199,706

Li Ning Co. Ltd. (c)

491,000

1,332,161

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

860,000

517,723

PetroChina Co. Ltd. (H Shares)

2,200,000

2,647,287

Common Stocks - continued

Shares

Value

China - continued

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

553,000

$ 4,846,551

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

1,530,300

1,266,444

Tencent Holdings Ltd.

471,200

8,205,021

Weiqiao Textile Co. Ltd. (H Shares)

1,988,000

1,387,113

Yantai Changyu Pioneer Wine Co. (B Shares)

265,740

1,953,513

TOTAL CHINA

69,268,680

Hong Kong - 12.0%

BOC Hong Kong Holdings Ltd.

1,081,500

2,489,551

Cathay Pacific Airways Ltd.

566,000

917,098

Cheung Kong Holdings Ltd.

234,000

2,969,840

China Mobile (Hong Kong) Ltd.

471,000

4,415,470

Chow Sang Sang Holdings International Ltd.

1,106,000

1,095,873

CNOOC Ltd.

2,542,500

3,807,838

Henderson Land Development Co. Ltd.

159,000

1,124,110

Hong Kong Exchange & Clearing Ltd.

184,900

3,254,806

Hutchison Whampoa Ltd.

279,000

1,958,320

Midland Holdings Ltd.

1,660,000

1,415,134

New World Development Co. Ltd.

862,000

1,855,454

Sa Sa International Holdings Ltd.

1,344,000

668,336

Shun Tak Holdings Ltd. (c)

1,836,000

1,235,079

Sinotruk Hong Kong Ltd.

1,066,000

1,267,565

Sun Hung Kai Properties Ltd.

205,000

3,105,934

Techtronic Industries Co. Ltd.

1,963,000

1,576,910

Texwinca Holdings Ltd.

1,340,000

1,136,967

TOTAL HONG KONG

34,294,285

India - 9.3%

Bajaj Auto Ltd.

82,276

2,412,364

Bharat Heavy Electricals Ltd.

31,032

1,452,533

HDFC Bank Ltd.

53,370

1,819,095

Housing Development and Infrastructure Ltd. (a)

90,446

599,493

Housing Development Finance Corp. Ltd.

43,347

2,427,614

ICICI Bank Ltd.

47,575

786,324

Infosys Technologies Ltd.

109,458

5,087,617

Jindal Saw Ltd.

9,275

135,700

LIC Housing Finance Ltd.

131,151

2,057,129

Reliance Industries Ltd.

88,708

3,591,988

Tata Consultancy Services Ltd.

270,213

3,595,525

Tata Steel Ltd.

176,587

1,746,780

Titan Industries Ltd.

36,444

963,004

TOTAL INDIA

26,675,166

Common Stocks - continued

Shares

Value

Indonesia - 3.6%

PT Astra International Tbk

1,219,000

$ 3,921,883

PT Bank Central Asia Tbk

4,644,000

2,186,867

PT Bank Mandiri Persero Tbk

3,433,000

1,647,341

PT Bank Rakyat Indonesia Tbk

3,394,000

2,469,804

TOTAL INDONESIA

10,225,895

Korea (South) - 17.7%

Busan Bank

127,770

1,443,477

Daelim Industrial Co.

32,330

2,044,197

Duksan Hi-Metal Co. Ltd. (a)

86,947

1,182,950

Hyundai Department Store Co. Ltd.

23,773

2,264,017

Hyundai Engineering & Construction Co. Ltd.

51,031

2,807,037

Hyundai Industrial Development & Construction Co.

51,870

1,529,536

Hyundai Motor Co.

8,256

746,111

Hyundai Steel Co.

24,680

1,562,077

KB Financial Group, Inc. (a)

90,105

4,318,153

Kia Motors Corp. (a)

124,030

1,835,531

Korean Reinsurance Co.

28,510

256,649

LG Electronics, Inc.

23,037

2,133,680

NHN Corp. (a)

18,111

2,661,399

POSCO

8,646

3,570,006

Samsung Electronics Co. Ltd.

18,414

11,039,691

Samsung Engineering Co. Ltd.

28,279

2,491,062

Samsung SDI Co. Ltd.

20,750

2,360,192

Shinhan Financial Group Co. Ltd. (a)

136,169

5,147,442

Taewoong Co. Ltd.

17,669

1,200,422

TOTAL KOREA (SOUTH)

50,593,629

Malaysia - 1.4%

KNM Group Bhd

3,954,000

897,359

Public Bank Bhd (For. Reg.)

1,002,500

3,122,902

TOTAL MALAYSIA

4,020,261

Singapore - 4.0%

City Developments Ltd.

173,000

1,211,779

DBS Group Holdings Ltd.

180,500

1,652,529

Oversea-Chinese Banking Corp. Ltd.

142,792

769,297

Singapore Airlines Ltd.

145,000

1,390,166

Singapore Exchange Ltd.

392,000

2,220,835

United Overseas Bank Ltd.

121,000

1,450,048

Wing Tai Holdings Ltd.

2,281,000

2,669,567

TOTAL SINGAPORE

11,364,221

Common Stocks - continued

Shares

Value

Taiwan - 14.3%

Ability Enterprise Co. Ltd.

773,530

$ 1,419,177

Acer, Inc.

703,580

1,652,237

AU Optronics Corp.

1,813,830

1,602,409

Cathay Financial Holding Co. Ltd. (a)

1,578,000

2,695,947

Cathay Real Estate Development Co. Ltd. (a)

2,627,000

1,036,293

China Steel Corp.

1,343,384

1,188,254

Chinatrust Financial Holding Co. Ltd.

2,944,245

1,761,920

Coretronic Corp.

1,714,000

1,869,666

Formosa Plastics Corp.

755,000

1,442,744

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,415,822

5,524,807

Hung Poo Real Estate Development Co. Ltd.

209,420

301,049

KGI Securities Co. Ltd.

5,114,000

2,334,344

MediaTek, Inc.

137,274

1,914,105

Prime View International Co. Ltd.

797,540

1,294,661

Quanta Computer, Inc.

964,550

1,817,788

Siliconware Precision Industries Co. Ltd.

1,014,000

1,328,165

Taiflex Scientific Co. Ltd.

1,366,000

1,666,587

Taiwan Fertilizer Co. Ltd.

610,000

1,886,658

Taiwan Semiconductor Manufacturing Co. Ltd.

3,040,393

5,494,657

Unimicron Technology Corp.

472,000

536,531

Yuanta Financial Holding Co. Ltd.

3,402,000

2,236,686

TOTAL TAIWAN

41,004,685

Thailand - 2.7%

Bangkok Bank Ltd. PCL (For. Reg.)

369,800

1,241,237

Minor International PCL (For. Reg.)

2,804,569

882,297

Quality Houses PCL

22,123,200

1,626,121

Siam Commercial Bank PCL (For. Reg.)

964,800

2,191,295

Supalai PCL (For. Reg.)

10,594,100

1,744,284

TOTAL THAILAND

7,685,234

United Kingdom - 0.4%

HSBC Holdings PLC (Hong Kong) (Reg.)

106,565

1,176,803

United States of America - 0.3%

Sohu.com, Inc. (a)

14,200

789,520

TOTAL COMMON STOCKS

(Cost $218,651,718)

274,545,079

Money Market Funds - 4.9%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

12,336,688

$ 12,336,688

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

1,507,550

1,507,550

TOTAL MONEY MARKET FUNDS

(Cost $13,844,238)

13,844,238

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $232,495,956)

288,389,317

NET OTHER ASSETS - (0.9)%

(2,437,813)

NET ASSETS - 100%

$ 285,951,504

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 55,003

Fidelity Securities Lending Cash Central Fund

5,416

Total

$ 60,419

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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:

China

$ 69,268,680

$ -

$ 69,268,680

$ -

Korea (South)

50,593,629

-

50,593,629

-

Taiwan

41,004,685

-

41,004,685

-

Hong Kong

34,294,285

-

34,294,285

-

India

26,675,166

-

26,675,166

-

Singapore

11,364,221

-

11,364,221

-

Indonesia

10,225,895

-

10,225,895

-

Cayman Islands

8,580,077

8

8,580,069

-

Thailand

7,685,234

-

7,685,234

-

Other

14,853,207

789,520

14,063,687

-

Money Market Funds

13,844,238

13,844,238

-

-

Total Investments in Securities:

$ 288,389,317

$ 14,633,766

$ 273,755,551

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $31,099,467 of which $24,592,822 and $6,506,645 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,403,222) - See accompanying schedule:

Unaffiliated issuers (cost $218,651,718)

$ 274,545,079

 

Fidelity Central Funds (cost $13,844,238)

13,844,238

 

Total Investments (cost $232,495,956)

 

$ 288,389,317

Foreign currency held at value (cost $1,883,915)

1,882,240

Receivable for investments sold

705,127

Receivable for fund shares sold

785,848

Dividends receivable

51,200

Distributions receivable from Fidelity Central Funds

5,630

Prepaid expenses

1,569

Other receivables

340,786

Total assets

292,161,717

 

 

 

Liabilities

Payable for investments purchased

$ 3,697,242

Payable for fund shares redeemed

520,626

Accrued management fee

181,024

Distribution fees payable

120,429

Other affiliated payables

79,402

Other payables and accrued expenses

103,940

Collateral on securities loaned, at value

1,507,550

Total liabilities

6,210,213

 

 

 

Net Assets

$ 285,951,504

Net Assets consist of:

 

Paid in capital

$ 260,883,019

Undistributed net investment income

948,615

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

(31,765,032)

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

55,884,902

Net Assets

$ 285,951,504

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($131,563,974 ÷ 5,067,947 shares)

$ 25.96

 

 

 

Maximum offering price per share (100/94.25 of $25.96)

$ 27.54

Class T:
Net Asset Value
and redemption price per share ($45,259,336 ÷ 1,781,913 shares)

$ 25.40

 

 

 

Maximum offering price per share (100/96.50 of $25.40)

$ 26.32

Class B:
Net Asset Value
and offering price per share ($25,750,015 ÷ 1,060,298 shares) A

$ 24.29

 

 

 

Class C:
Net Asset Value
and offering price per share ($59,490,615 ÷ 2,458,889 shares) A

$ 24.19

 

 

 

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($23,887,564 ÷ 898,852 shares)

$ 26.58

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 4,968,477

Income from Fidelity Central Funds

 

60,419

 

 

5,028,896

Less foreign taxes withheld

 

(461,706)

Total income

 

4,567,190

 

 

 

Expenses

Management fee

$ 1,379,690

Transfer agent fees

595,936

Distribution fees

980,996

Accounting and security lending fees

100,228

Custodian fees and expenses

264,182

Independent trustees' compensation

1,312

Registration fees

71,922

Audit

111,685

Legal

800

Miscellaneous

2,034

Total expenses before reductions

3,508,785

Expense reductions

(268,975)

3,239,810

Net investment income (loss)

1,327,380

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(7,041,848)

Foreign currency transactions

(82,781)

Total net realized gain (loss)

 

(7,124,629)

Change in net unrealized appreciation (depreciation) on:

Investment securities

100,266,010

Assets and liabilities in foreign currencies

5,231

Total change in net unrealized appreciation (depreciation)

 

100,271,241

Net gain (loss)

93,146,612

Net increase (decrease) in net assets resulting from operations

$ 94,473,992

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,327,380

$ 1,339,254

Net realized gain (loss)

(7,124,629)

(25,831,640)

Change in net unrealized appreciation (depreciation)

100,271,241

(181,390,583)

Net increase (decrease) in net assets resulting
from operations

94,473,992

(205,882,969)

Distributions to shareholders from net investment income

(378,765)

(1,388,486)

Distributions to shareholders from net realized gain

-

(30,115,090)

Total distributions

(378,765)

(31,503,576)

Share transactions - net increase (decrease)

41,327,444

31,129,987

Redemption fees

52,262

145,533

Total increase (decrease) in net assets

135,474,933

(206,111,025)

 

 

 

Net Assets

Beginning of period

150,476,571

356,587,596

End of period (including undistributed net investment income of $948,615 and $0, respectively)

$ 285,951,504

$ 150,476,571

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 15.74

$ 37.55

$ 22.48

$ 17.70

$ 13.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .19

  .24

  .22

  .18

Net realized and unrealized gain (loss)

  10.07

  (18.72)

  16.64

  6.10

  3.61

Total from investment operations

  10.26

  (18.53)

  16.88

  6.32

  3.79

Distributions from net investment income

  (.05)

  (.23)

  (.15)

  (.16)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.05)

  (3.29)

  (1.83)

  (1.55)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 25.96

$ 15.74

$ 37.55

$ 22.48

$ 17.70

Total Return A,B

  65.43%

  (53.66)%

  80.43%

  38.02%

  27.23%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.54%

  1.50%

  1.47%

  1.73%

  1.90%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.47%

  1.50%

  1.61%

Expenses net of all reductions

  1.41%

  1.41%

  1.40%

  1.39%

  1.55%

Net investment income (loss)

  .94%

  .73%

  .88%

  1.08%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 131,564

$ 71,722

$ 152,630

$ 55,790

$ 30,782

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 15.43

$ 36.88

$ 22.13

$ 17.45

$ 13.80

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .12

  .16

  .17

  .14

Net realized and unrealized gain (loss)

  9.86

  (18.38)

  16.37

  6.01

  3.56

Total from investment operations

  10.00

  (18.26)

  16.53

  6.18

  3.70

Distributions from net investment income

  (.04)

  (.14)

  (.12)

  (.12)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.04)

  (3.20)

  (1.80)

  (1.51)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 25.40

$ 15.43

$ 36.88

$ 22.13

$ 17.45

Total Return A,B

  65.06%

  (53.79)%

  79.98%

  37.69%

  26.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.84%

  1.80%

  1.79%

  2.07%

  2.27%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.84%

Expenses net of all reductions

  1.66%

  1.66%

  1.67%

  1.64%

  1.79%

Net investment income (loss)

  .69%

  .48%

  .61%

  .83%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 45,259

$ 25,205

$ 64,813

$ 28,850

$ 14,074

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.82

$ 35.55

$ 21.42

$ 16.94

$ 13.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  (.01)

  .03

  .06

  .06

Net realized and unrealized gain (loss)

  9.45

  (17.68)

  15.79

  5.84

  3.47

Total from investment operations

  9.49

  (17.69)

  15.82

  5.90

  3.53

Distributions from net investment income

  (.03)

  -

  (.03)

  (.04)

  -

Distributions from net realized gain

  -

  (3.05)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.03)

  (3.05)

  (1.71)

  (1.43)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 24.29

$ 14.82

$ 35.55

$ 21.42

$ 16.94

Total Return A,B

  64.23%

  (54.01)%

  79.01%

  36.99%

  26.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.32%

  2.29%

  2.28%

  2.59%

  2.75%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.35%

Expenses net of all reductions

  2.16%

  2.16%

  2.17%

  2.14%

  2.29%

Net investment income (loss)

  .19%

  (.02)%

  .11%

  .33%

  .34%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 25,750

$ 17,040

$ 40,775

$ 18,985

$ 11,504

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.76

$ 35.48

$ 21.39

$ 16.94

$ 13.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  -

  .04

  .06

  .06

Net realized and unrealized gain (loss)

  9.41

  (17.63)

  15.76

  5.84

  3.47

Total from investment operations

  9.45

  (17.63)

  15.80

  5.90

  3.53

Distributions from net investment income

  (.03)

  (.04)

  (.05)

  (.07)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.03)

  (3.10)

  (1.73)

  (1.46)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 24.19

$ 14.76

$ 35.48

$ 21.39

$ 16.94

Total Return A,B

  64.21%

  (54.02)%

  79.05%

  37.02%

  26.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.28%

  2.25%

  2.21%

  2.46%

  2.67%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.21%

  2.25%

  2.34%

Expenses net of all reductions

  2.16%

  2.16%

  2.13%

  2.14%

  2.28%

Net investment income (loss)

  .19%

  (.02)%

  .14%

  .33%

  .35%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 59,491

$ 30,577

$ 82,070

$ 33,047

$ 13,291

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.07

$ 38.25

$ 22.84

$ 17.97

$ 14.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .26

  .27

  .34

  .27

  .24

Net realized and unrealized gain (loss)

  10.29

  (19.09)

  16.92

  6.19

  3.65

Total from investment operations

  10.55

  (18.82)

  17.26

  6.46

  3.89

Distributions from net investment income

  (.05)

  (.31)

  (.19)

  (.21)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.05)

  (3.37)

  (1.87)

  (1.60)

  (.05)

Redemption fees added to paid in capital B

  .01

  .01

  .02

  .01

  - G

Net asset value, end of period

$ 26.58

$ 16.07

$ 38.25

$ 22.84

$ 17.97

Total Return A

  65.94%

  (53.53)%

  80.97%

  38.28%

  27.61%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.25%

  1.20%

  1.16%

  1.41%

  1.52%

Expenses net of fee waivers, if any

  1.25%

  1.20%

  1.16%

  1.25%

  1.29%

Expenses net of all reductions

  1.16%

  1.11%

  1.08%

  1.14%

  1.24%

Net investment income (loss)

  1.18%

  1.03%

  1.20%

  1.33%

  1.40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,888

$ 5,933

$ 16,300

$ 5,086

$ 4,791

Portfolio turnover rate D

  91%

  92% F

  66%

  77%

  66%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F The portfolio turnover rate does not include the assets acquired in the merger.

G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Emerging Asia Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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 received a final ruling from the Authority for Advance Ruling in India regarding the applicability of taxes imposed by the country on realized capital gains under the US/India tax treaty. The ruling entitled the Fund to a refund of capital gains taxes paid in prior years and exempts the Fund from taxes on future realized gains. The India Central Board of Direct Taxation may challenge the ruling at any time which could result in the reversal of some or all of the benefits recorded by the Fund.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 60,797,813

Gross unrealized depreciation

(8,104,473)

Net unrealized appreciation (depreciation)

$ 52,693,340

 

 

Tax Cost

$ 235,695,977

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 3,483,071

Capital loss carryforward

$ (31,099,467)

Net unrealized appreciation (depreciation)

$ 52,684,881

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 378,765

$ 17,818,648

Long-term Capital Gains

-

13,684,928

Total

$ 378,765

$ 31,503,576

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $214,634,621 and $168,089,695, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 225,103

$ 6,915

Class T

.25%

.25%

163,278

872

Class B

.75%

.25%

197,159

148,537

Class C

.75%

.25%

395,456

61,418

 

 

 

$ 980,996

$ 217,742

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 70,773

Class T

13,104

Class B*

49,472

Class C*

5,903

 

$ 139,252

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 270,919

.30

Class T

113,622

.35

Class B

64,341

.32

Class C

117,180

.29

Institutional Class

29,874

.26

 

$ 595,936

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $927 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $5,416.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.50%

$ 39,937

Class T

1.75%

29,245

Class B

2.25%

14,286

Class C

2.25%

12,852

 

 

$ 96,320

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $172,274 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $381.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 205,871

$ 933,093

Class T

65,048

241,193

Class B

32,430

-

Class C

56,716

82,276

Institutional Class

18,700

131,924

Total

$ 378,765

$ 1,388,486

From net realized gain

 

 

Class A

$ -

$ 12,682,581

Class T

-

5,427,293

Class B

-

3,491,350

Class C

-

7,194,625

Institutional Class

-

1,319,241

Total

$ -

$ 30,115,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

1,822,219

1,417,438

$ 40,851,858

$ 39,489,573

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

1,036,440

-

32,482,019

Reinvestment of distributions

11,447

367,601

172,610

11,447,101

Shares redeemed

(1,322,917)

(2,329,223)

(25,301,756)

(57,258,940)

Net increase (decrease)

510,749

492,256

$ 15,722,712

$ 26,159,753

Class T

 

 

 

 

Shares sold

578,954

494,150

$ 11,921,295

$ 12,981,063

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

234,931

-

7,235,880

Reinvestment of distributions

4,255

168,831

63,009

5,167,912

Shares redeemed

(434,633)

(1,022,047)

(8,198,583)

(25,065,963)

Net increase (decrease)

148,576

(124,135)

$ 3,785,721

$ 318,892

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class B

 

 

 

 

Shares sold

214,878

242,096

$ 4,421,597

$ 6,467,358

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

293,838

-

8,726,975

Reinvestment of distributions

1,834

105,630

26,200

3,118,188

Shares redeemed

(306,312)

(638,527)

(5,387,171)

(14,729,354)

Net increase (decrease)

(89,600)

3,037

$ (939,374)

$ 3,583,167

Class C

 

 

 

 

Shares sold

985,972

544,685

$ 20,555,792

$ 14,847,636

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

365,248

-

10,807,681

Reinvestment of distributions

3,108

196,711

44,229

5,785,281

Shares redeemed

(601,665)

(1,348,573)

(10,608,252)

(31,070,040)

Net increase (decrease)

387,415

(241,929)

$ 9,991,769

$ 370,558

Institutional Class

 

 

 

 

Shares sold

726,101

297,341

$ 16,617,065

$ 8,430,661

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

131,266

-

4,188,699

Reinvestment of distributions

550

20,222

8,469

641,235

Shares redeemed

(196,957)

(505,846)

(3,858,918)

(12,562,978)

Net increase (decrease)

529,694

(57,017)

$ 12,766,616

$ 697,617

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.

Annual Report

12. Merger Information

On December 7, 2007, the Fund acquired all of the assets and assumed all of the liabilities of Fidelity Advisor Korea Fund ("Target Fund") pursuant to an agreement and plan of reorganization approved by the Target Fund shareholders on November 14, 2007. The acquisition was accomplished by an exchange of 1,036,440 Class A shares, 234,931 Class T shares, 293,838 Class B shares, 365,248 Class C shares ,and 131,266 Institutional Class shares of the Fund, respectively, for 1,446,656 Class A shares, 331,148 Class T shares, 420,027 Class B shares, 517,942 Class C shares, and 182,483 Institutional Class shares then outstanding (valued at $22.45, $21.85, $20.78, $20.87, and $22.95, per share for Class A, Class T, Class B, Class C and Institutional Class, respectively) of the Target Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized by the Funds or their shareholders. The Target Fund's net assets, including $10,759,371 of unrealized appreciation, were combined with the Fund's net assets of $334,365,132 for total net assets after the acquisition of $397,806,387.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Emerging Asia Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Emerging Asia Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Emerging Asia Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$0.119

$0.220

 

 

 

 

 

Class T

12/07/09

12/04/09

$0.076

$0.220

 

 

 

 

 

Class B

12/07/09

12/04/09

$0.000

$0.212

 

 

 

 

 

Class C

12/07/09

12/04/09

$0.022

$0.220

Class A designates 37% and 39%, Class T designates 39% and 39%, Class B designates 43% and 39%, and Class C designates 44% and 39% of the dividends distributed in December as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/2008

$0.110

$0.069

 

12/31/2008

$0.005

$0.000

 

 

 

 

Class T

12/08/2008

$0.104

$0.069

 

12/31/2008

$0.005

$0.000

 

 

 

 

Class B

12/08/2008

$0.093

$0.069

 

12/31/2008

$0.005

$0.000

 

 

 

 

Class C

12/08/2008

$0.092

$0.069

 

12/31/2008

$0.005

$0.000

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Emerging Asia 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index over multiple periods. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Emerging Asia Fund


fid4917

The Board stated that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% 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.

Advisor Emerging Asia Fund


fid4919

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

FIL Investments (Japan) Limited

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan), Inc.

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

Brown Brothers Harriman & Co.

Boston, MA

AEA-UANN-1209
1.784737.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Emerging Asia

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

65.94%

19.75%

8.88%

$10,000 Over 10 Years


fid4934 how the value of your investment would have changed, and also shows how the MSCI® AC (All Country) Asia ex Japan Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging Asia produced extraordinary gains, as investors' mood shifted from despair early in the period to optimism that the global recession might be ending. Reflecting the sea change in sentiment and aided by a slumping U.S. dollar, the MSCI® AC (All Country) Asia ex Japan Index returned 66.47% during the 12 months ending October 31, 2009. Among the index's five largest components - Hong Kong, South Korea, China, Taiwan and India - China posted the strongest results, returning more than 102%. That outstanding performance came amid accelerating economic growth - from 6.1% in the first quarter of 2009 to 8.9% in the third quarter - and optimism fostered by the Chinese government's massive fiscal stimulus package. At the low end of that quintet was Taiwan, with a return of just under 50%. One factor holding back Taiwan's gains was a delay in the long-awaited agreement between Taiwan and China to provide closer financial cooperation between the two countries. Only one index component, war-torn Pakistan, finished with a negative return, which was partly a result of the country's removal from the index near the end of 2008.

Comments from Kevin Chang, Portfolio Manager of Fidelity® Advisor Emerging Asia Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 65.43%, 65.06%, 64.23% and 64.21%, respectively (excluding sales charges), trailing the MSCI AC (All Country) Asia ex Japan Index. Stock selection in South Korea and China hurt results, although much of the damage in China was offset by an overweighting there. My picks in consumer staples also detracted, as did an underweighting and stock selection in capital goods. Weak picks and an overweighting in semiconductors/semiconductor equipment hurt as well. A moderate cash position held back results amid a strongly rising market. Several defensive Korean holdings detracted: Samsung Electronics, home/personal care products provider LG Household & Healthcare - which I sold during the period - and NHN, an Internet services provider. Samsung was our biggest absolute contributor, though. Elsewhere, Taiwan Semiconductor Manufacturing, another defensive holding, dampened results. Conversely, stock selection in consumer durables/apparel and retailing contributed. Stock picking in real estate - mostly Hong Kong holdings - also added value. Underweighting telecommunication services and utilities further helped. The fund's top relative contributor was Chinese retailer GOME Electrical Appliances Holding. Also lifting results was Bumi Resources, an Indonesian thermal coal producer. I sold both GOME and Bumi Resources by period end. Other contributors were Tencent Holdings, a Chinese Internet service provider, and an out-of-index position in gold miner Lihir Gold, based in Papua New Guinea. Lihir Gold was not held at period end.

Comments from Kevin Chang, Portfolio Manager of Fidelity® Advisor Emerging Asia Fund: During the past year, the fund's Institutional Class shares returned 65.94%, trailing the MSCI AC (All Country) Asia ex Japan Index. Stock selection in South Korea and China hurt results, although much of the damage in China was offset by an overweighting there. My picks in consumer staples also detracted, as did an underweighting and stock selection in capital goods. Weak picks and an overweighting in semiconductors/semiconductor equipment hurt as well. A moderate cash position held back results amid a strongly rising market. Several defensive Korean holdings detracted: Samsung Electronics, home/personal care products provider LG Household & Healthcare - which I sold during the period - and NHN, an Internet services provider. Samsung was our biggest absolute contributor, though. Elsewhere, Taiwan Semiconductor Manufacturing, another defensive holding, dampened results. Conversely, stock selection in consumer durables/apparel and retailing contributed. Stock picking in real estate - mostly Hong Kong holdings - also added value. Underweighting telecommunication services and utilities further helped. The fund's top relative contributor was Chinese retailer GOME Electrical Appliances Holding. Also lifting results was Bumi Resources, an Indonesian thermal coal producer. I sold both GOME and Bumi Resources by period end. Other contributors were Tencent Holdings, a Chinese Internet service provider, and an out-of-index position in gold miner Lihir Gold, based in Papua New Guinea. Lihir Gold was not held at period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

Shareholder Expense Example - continued

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,386.00

$ 9.02

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,384.20

$ 10.52

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,380.90

$ 13.50

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,380.70

$ 13.50

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,388.00

$ 7.52

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd.

3.9

6.4

Tencent Holdings Ltd.

2.9

1.7

China Construction Bank Corp. (H Shares)

2.6

1.2

China Life Insurance Co. Ltd. (H Shares)

2.6

2.8

Industrial & Commercial Bank of China Ltd.

2.5

1.0

Bank of China (H Shares)

2.0

1.2

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1.9

2.1

Taiwan Semiconductor Manufacturing Co. Ltd.

1.9

4.5

Shinhan Financial Group Co. Ltd.

1.8

1.0

Infosys Technologies Ltd.

1.8

1.3

 

23.9

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

39.5

29.7

Information Technology

22.9

25.0

Consumer Discretionary

10.2

9.7

Industrials

8.8

6.4

Materials

7.1

6.4

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 96.0%

 

fid4858

Stocks 95.6%

 

fid4861

Short-Term
Investments and
Net Other Assets 4.0%

 

fid4861

Short-Term
Investments and
Net Other Assets 4.4%

 

fid4940

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 0.9%

BHP Billiton Ltd.

23,100

$ 757,353

Incitec Pivot Ltd.

815,598

1,901,894

TOTAL AUSTRALIA

2,659,247

Bermuda - 2.2%

Aquarius Platinum Ltd. (Australia) (c)

300,993

1,308,849

G-Resources Group Ltd. (a)

15,378,000

962,613

Orient Overseas International Ltd.

242,000

1,180,755

Sinofert Holdings Ltd.

2,502,000

1,238,291

Vtech Holdings Ltd.

182,000

1,516,868

TOTAL BERMUDA

6,207,376

Cayman Islands - 3.0%

Hutchison China Meditech Ltd. (a)

3

8

Kingboard Chemical Holdings Ltd.

159,500

641,990

KWG Property Holding Ltd.

2,646,500

1,898,514

Maoye International Holdings Ltd.

7,111,000

1,890,241

Pacific Textile Holdings Ltd.

4,272,000

2,100,432

Shimao Property Holdings Ltd.

637,000

1,183,312

Xingda International Holdings Ltd.

1,748,000

865,580

TOTAL CAYMAN ISLANDS

8,580,077

China - 24.2%

Air China Ltd. (H Shares) (a)

1,612,000

872,605

Anhui Conch Cement Co. Ltd. (H Shares)

296,000

1,915,270

Bank of China (H Shares)

10,005,000

5,803,963

Bank of Communications Co. Ltd. (H Shares)

626,000

748,518

BYD Co. Ltd. (H Shares) (a)

124,000

1,135,284

China Coal Energy Co. Ltd. (H Shares)

1,535,000

2,135,562

China Construction Bank Corp. (H Shares)

8,705,000

7,505,050

China Cosco Holdings Co. Ltd. (H Shares)

1,469,500

1,811,213

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

1,618,998

1,614,558

China Life Insurance Co. Ltd. (H Shares)

1,602,000

7,365,924

China Merchants Bank Co. Ltd. (H Shares)

1,125,000

2,878,209

China Oilfield Services Ltd. (H Shares)

1,760,000

1,901,757

Dongfang Electric Corp. Ltd.

93,600

464,981

Dongfeng Motor Group Co. Ltd. (H Shares)

786,000

934,524

Golden Eagle Retail Group Ltd. (H Shares)

1,140,000

1,960,761

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

461,600

864,982

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

9,049,000

7,199,706

Li Ning Co. Ltd. (c)

491,000

1,332,161

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

860,000

517,723

PetroChina Co. Ltd. (H Shares)

2,200,000

2,647,287

Common Stocks - continued

Shares

Value

China - continued

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

553,000

$ 4,846,551

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

1,530,300

1,266,444

Tencent Holdings Ltd.

471,200

8,205,021

Weiqiao Textile Co. Ltd. (H Shares)

1,988,000

1,387,113

Yantai Changyu Pioneer Wine Co. (B Shares)

265,740

1,953,513

TOTAL CHINA

69,268,680

Hong Kong - 12.0%

BOC Hong Kong Holdings Ltd.

1,081,500

2,489,551

Cathay Pacific Airways Ltd.

566,000

917,098

Cheung Kong Holdings Ltd.

234,000

2,969,840

China Mobile (Hong Kong) Ltd.

471,000

4,415,470

Chow Sang Sang Holdings International Ltd.

1,106,000

1,095,873

CNOOC Ltd.

2,542,500

3,807,838

Henderson Land Development Co. Ltd.

159,000

1,124,110

Hong Kong Exchange & Clearing Ltd.

184,900

3,254,806

Hutchison Whampoa Ltd.

279,000

1,958,320

Midland Holdings Ltd.

1,660,000

1,415,134

New World Development Co. Ltd.

862,000

1,855,454

Sa Sa International Holdings Ltd.

1,344,000

668,336

Shun Tak Holdings Ltd. (c)

1,836,000

1,235,079

Sinotruk Hong Kong Ltd.

1,066,000

1,267,565

Sun Hung Kai Properties Ltd.

205,000

3,105,934

Techtronic Industries Co. Ltd.

1,963,000

1,576,910

Texwinca Holdings Ltd.

1,340,000

1,136,967

TOTAL HONG KONG

34,294,285

India - 9.3%

Bajaj Auto Ltd.

82,276

2,412,364

Bharat Heavy Electricals Ltd.

31,032

1,452,533

HDFC Bank Ltd.

53,370

1,819,095

Housing Development and Infrastructure Ltd. (a)

90,446

599,493

Housing Development Finance Corp. Ltd.

43,347

2,427,614

ICICI Bank Ltd.

47,575

786,324

Infosys Technologies Ltd.

109,458

5,087,617

Jindal Saw Ltd.

9,275

135,700

LIC Housing Finance Ltd.

131,151

2,057,129

Reliance Industries Ltd.

88,708

3,591,988

Tata Consultancy Services Ltd.

270,213

3,595,525

Tata Steel Ltd.

176,587

1,746,780

Titan Industries Ltd.

36,444

963,004

TOTAL INDIA

26,675,166

Common Stocks - continued

Shares

Value

Indonesia - 3.6%

PT Astra International Tbk

1,219,000

$ 3,921,883

PT Bank Central Asia Tbk

4,644,000

2,186,867

PT Bank Mandiri Persero Tbk

3,433,000

1,647,341

PT Bank Rakyat Indonesia Tbk

3,394,000

2,469,804

TOTAL INDONESIA

10,225,895

Korea (South) - 17.7%

Busan Bank

127,770

1,443,477

Daelim Industrial Co.

32,330

2,044,197

Duksan Hi-Metal Co. Ltd. (a)

86,947

1,182,950

Hyundai Department Store Co. Ltd.

23,773

2,264,017

Hyundai Engineering & Construction Co. Ltd.

51,031

2,807,037

Hyundai Industrial Development & Construction Co.

51,870

1,529,536

Hyundai Motor Co.

8,256

746,111

Hyundai Steel Co.

24,680

1,562,077

KB Financial Group, Inc. (a)

90,105

4,318,153

Kia Motors Corp. (a)

124,030

1,835,531

Korean Reinsurance Co.

28,510

256,649

LG Electronics, Inc.

23,037

2,133,680

NHN Corp. (a)

18,111

2,661,399

POSCO

8,646

3,570,006

Samsung Electronics Co. Ltd.

18,414

11,039,691

Samsung Engineering Co. Ltd.

28,279

2,491,062

Samsung SDI Co. Ltd.

20,750

2,360,192

Shinhan Financial Group Co. Ltd. (a)

136,169

5,147,442

Taewoong Co. Ltd.

17,669

1,200,422

TOTAL KOREA (SOUTH)

50,593,629

Malaysia - 1.4%

KNM Group Bhd

3,954,000

897,359

Public Bank Bhd (For. Reg.)

1,002,500

3,122,902

TOTAL MALAYSIA

4,020,261

Singapore - 4.0%

City Developments Ltd.

173,000

1,211,779

DBS Group Holdings Ltd.

180,500

1,652,529

Oversea-Chinese Banking Corp. Ltd.

142,792

769,297

Singapore Airlines Ltd.

145,000

1,390,166

Singapore Exchange Ltd.

392,000

2,220,835

United Overseas Bank Ltd.

121,000

1,450,048

Wing Tai Holdings Ltd.

2,281,000

2,669,567

TOTAL SINGAPORE

11,364,221

Common Stocks - continued

Shares

Value

Taiwan - 14.3%

Ability Enterprise Co. Ltd.

773,530

$ 1,419,177

Acer, Inc.

703,580

1,652,237

AU Optronics Corp.

1,813,830

1,602,409

Cathay Financial Holding Co. Ltd. (a)

1,578,000

2,695,947

Cathay Real Estate Development Co. Ltd. (a)

2,627,000

1,036,293

China Steel Corp.

1,343,384

1,188,254

Chinatrust Financial Holding Co. Ltd.

2,944,245

1,761,920

Coretronic Corp.

1,714,000

1,869,666

Formosa Plastics Corp.

755,000

1,442,744

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,415,822

5,524,807

Hung Poo Real Estate Development Co. Ltd.

209,420

301,049

KGI Securities Co. Ltd.

5,114,000

2,334,344

MediaTek, Inc.

137,274

1,914,105

Prime View International Co. Ltd.

797,540

1,294,661

Quanta Computer, Inc.

964,550

1,817,788

Siliconware Precision Industries Co. Ltd.

1,014,000

1,328,165

Taiflex Scientific Co. Ltd.

1,366,000

1,666,587

Taiwan Fertilizer Co. Ltd.

610,000

1,886,658

Taiwan Semiconductor Manufacturing Co. Ltd.

3,040,393

5,494,657

Unimicron Technology Corp.

472,000

536,531

Yuanta Financial Holding Co. Ltd.

3,402,000

2,236,686

TOTAL TAIWAN

41,004,685

Thailand - 2.7%

Bangkok Bank Ltd. PCL (For. Reg.)

369,800

1,241,237

Minor International PCL (For. Reg.)

2,804,569

882,297

Quality Houses PCL

22,123,200

1,626,121

Siam Commercial Bank PCL (For. Reg.)

964,800

2,191,295

Supalai PCL (For. Reg.)

10,594,100

1,744,284

TOTAL THAILAND

7,685,234

United Kingdom - 0.4%

HSBC Holdings PLC (Hong Kong) (Reg.)

106,565

1,176,803

United States of America - 0.3%

Sohu.com, Inc. (a)

14,200

789,520

TOTAL COMMON STOCKS

(Cost $218,651,718)

274,545,079

Money Market Funds - 4.9%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

12,336,688

$ 12,336,688

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

1,507,550

1,507,550

TOTAL MONEY MARKET FUNDS

(Cost $13,844,238)

13,844,238

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $232,495,956)

288,389,317

NET OTHER ASSETS - (0.9)%

(2,437,813)

NET ASSETS - 100%

$ 285,951,504

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 55,003

Fidelity Securities Lending Cash Central Fund

5,416

Total

$ 60,419

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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:

China

$ 69,268,680

$ -

$ 69,268,680

$ -

Korea (South)

50,593,629

-

50,593,629

-

Taiwan

41,004,685

-

41,004,685

-

Hong Kong

34,294,285

-

34,294,285

-

India

26,675,166

-

26,675,166

-

Singapore

11,364,221

-

11,364,221

-

Indonesia

10,225,895

-

10,225,895

-

Cayman Islands

8,580,077

8

8,580,069

-

Thailand

7,685,234

-

7,685,234

-

Other

14,853,207

789,520

14,063,687

-

Money Market Funds

13,844,238

13,844,238

-

-

Total Investments in Securities:

$ 288,389,317

$ 14,633,766

$ 273,755,551

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $31,099,467 of which $24,592,822 and $6,506,645 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,403,222) - See accompanying schedule:

Unaffiliated issuers (cost $218,651,718)

$ 274,545,079

 

Fidelity Central Funds (cost $13,844,238)

13,844,238

 

Total Investments (cost $232,495,956)

 

$ 288,389,317

Foreign currency held at value (cost $1,883,915)

1,882,240

Receivable for investments sold

705,127

Receivable for fund shares sold

785,848

Dividends receivable

51,200

Distributions receivable from Fidelity Central Funds

5,630

Prepaid expenses

1,569

Other receivables

340,786

Total assets

292,161,717

 

 

 

Liabilities

Payable for investments purchased

$ 3,697,242

Payable for fund shares redeemed

520,626

Accrued management fee

181,024

Distribution fees payable

120,429

Other affiliated payables

79,402

Other payables and accrued expenses

103,940

Collateral on securities loaned, at value

1,507,550

Total liabilities

6,210,213

 

 

 

Net Assets

$ 285,951,504

Net Assets consist of:

 

Paid in capital

$ 260,883,019

Undistributed net investment income

948,615

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

(31,765,032)

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

55,884,902

Net Assets

$ 285,951,504

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($131,563,974 ÷ 5,067,947 shares)

$ 25.96

 

 

 

Maximum offering price per share (100/94.25 of $25.96)

$ 27.54

Class T:
Net Asset Value
and redemption price per share ($45,259,336 ÷ 1,781,913 shares)

$ 25.40

 

 

 

Maximum offering price per share (100/96.50 of $25.40)

$ 26.32

Class B:
Net Asset Value
and offering price per share ($25,750,015 ÷ 1,060,298 shares) A

$ 24.29

 

 

 

Class C:
Net Asset Value
and offering price per share ($59,490,615 ÷ 2,458,889 shares) A

$ 24.19

 

 

 

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($23,887,564 ÷ 898,852 shares)

$ 26.58

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 4,968,477

Income from Fidelity Central Funds

 

60,419

 

 

5,028,896

Less foreign taxes withheld

 

(461,706)

Total income

 

4,567,190

 

 

 

Expenses

Management fee

$ 1,379,690

Transfer agent fees

595,936

Distribution fees

980,996

Accounting and security lending fees

100,228

Custodian fees and expenses

264,182

Independent trustees' compensation

1,312

Registration fees

71,922

Audit

111,685

Legal

800

Miscellaneous

2,034

Total expenses before reductions

3,508,785

Expense reductions

(268,975)

3,239,810

Net investment income (loss)

1,327,380

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(7,041,848)

Foreign currency transactions

(82,781)

Total net realized gain (loss)

 

(7,124,629)

Change in net unrealized appreciation (depreciation) on:

Investment securities

100,266,010

Assets and liabilities in foreign currencies

5,231

Total change in net unrealized appreciation (depreciation)

 

100,271,241

Net gain (loss)

93,146,612

Net increase (decrease) in net assets resulting from operations

$ 94,473,992

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,327,380

$ 1,339,254

Net realized gain (loss)

(7,124,629)

(25,831,640)

Change in net unrealized appreciation (depreciation)

100,271,241

(181,390,583)

Net increase (decrease) in net assets resulting
from operations

94,473,992

(205,882,969)

Distributions to shareholders from net investment income

(378,765)

(1,388,486)

Distributions to shareholders from net realized gain

-

(30,115,090)

Total distributions

(378,765)

(31,503,576)

Share transactions - net increase (decrease)

41,327,444

31,129,987

Redemption fees

52,262

145,533

Total increase (decrease) in net assets

135,474,933

(206,111,025)

 

 

 

Net Assets

Beginning of period

150,476,571

356,587,596

End of period (including undistributed net investment income of $948,615 and $0, respectively)

$ 285,951,504

$ 150,476,571

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 15.74

$ 37.55

$ 22.48

$ 17.70

$ 13.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .19

  .24

  .22

  .18

Net realized and unrealized gain (loss)

  10.07

  (18.72)

  16.64

  6.10

  3.61

Total from investment operations

  10.26

  (18.53)

  16.88

  6.32

  3.79

Distributions from net investment income

  (.05)

  (.23)

  (.15)

  (.16)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.05)

  (3.29)

  (1.83)

  (1.55)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 25.96

$ 15.74

$ 37.55

$ 22.48

$ 17.70

Total Return A,B

  65.43%

  (53.66)%

  80.43%

  38.02%

  27.23%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.54%

  1.50%

  1.47%

  1.73%

  1.90%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.47%

  1.50%

  1.61%

Expenses net of all reductions

  1.41%

  1.41%

  1.40%

  1.39%

  1.55%

Net investment income (loss)

  .94%

  .73%

  .88%

  1.08%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 131,564

$ 71,722

$ 152,630

$ 55,790

$ 30,782

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 15.43

$ 36.88

$ 22.13

$ 17.45

$ 13.80

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .12

  .16

  .17

  .14

Net realized and unrealized gain (loss)

  9.86

  (18.38)

  16.37

  6.01

  3.56

Total from investment operations

  10.00

  (18.26)

  16.53

  6.18

  3.70

Distributions from net investment income

  (.04)

  (.14)

  (.12)

  (.12)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.04)

  (3.20)

  (1.80)

  (1.51)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 25.40

$ 15.43

$ 36.88

$ 22.13

$ 17.45

Total Return A,B

  65.06%

  (53.79)%

  79.98%

  37.69%

  26.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.84%

  1.80%

  1.79%

  2.07%

  2.27%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.84%

Expenses net of all reductions

  1.66%

  1.66%

  1.67%

  1.64%

  1.79%

Net investment income (loss)

  .69%

  .48%

  .61%

  .83%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 45,259

$ 25,205

$ 64,813

$ 28,850

$ 14,074

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.82

$ 35.55

$ 21.42

$ 16.94

$ 13.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  (.01)

  .03

  .06

  .06

Net realized and unrealized gain (loss)

  9.45

  (17.68)

  15.79

  5.84

  3.47

Total from investment operations

  9.49

  (17.69)

  15.82

  5.90

  3.53

Distributions from net investment income

  (.03)

  -

  (.03)

  (.04)

  -

Distributions from net realized gain

  -

  (3.05)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.03)

  (3.05)

  (1.71)

  (1.43)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 24.29

$ 14.82

$ 35.55

$ 21.42

$ 16.94

Total Return A,B

  64.23%

  (54.01)%

  79.01%

  36.99%

  26.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.32%

  2.29%

  2.28%

  2.59%

  2.75%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.35%

Expenses net of all reductions

  2.16%

  2.16%

  2.17%

  2.14%

  2.29%

Net investment income (loss)

  .19%

  (.02)%

  .11%

  .33%

  .34%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 25,750

$ 17,040

$ 40,775

$ 18,985

$ 11,504

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.76

$ 35.48

$ 21.39

$ 16.94

$ 13.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  -

  .04

  .06

  .06

Net realized and unrealized gain (loss)

  9.41

  (17.63)

  15.76

  5.84

  3.47

Total from investment operations

  9.45

  (17.63)

  15.80

  5.90

  3.53

Distributions from net investment income

  (.03)

  (.04)

  (.05)

  (.07)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.03)

  (3.10)

  (1.73)

  (1.46)

  (.05)

Redemption fees added to paid in capital C

  .01

  .01

  .02

  .01

  - H

Net asset value, end of period

$ 24.19

$ 14.76

$ 35.48

$ 21.39

$ 16.94

Total Return A,B

  64.21%

  (54.02)%

  79.05%

  37.02%

  26.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.28%

  2.25%

  2.21%

  2.46%

  2.67%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.21%

  2.25%

  2.34%

Expenses net of all reductions

  2.16%

  2.16%

  2.13%

  2.14%

  2.28%

Net investment income (loss)

  .19%

  (.02)%

  .14%

  .33%

  .35%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 59,491

$ 30,577

$ 82,070

$ 33,047

$ 13,291

Portfolio turnover rate E

  91%

  92% G

  66%

  77%

  66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.07

$ 38.25

$ 22.84

$ 17.97

$ 14.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .26

  .27

  .34

  .27

  .24

Net realized and unrealized gain (loss)

  10.29

  (19.09)

  16.92

  6.19

  3.65

Total from investment operations

  10.55

  (18.82)

  17.26

  6.46

  3.89

Distributions from net investment income

  (.05)

  (.31)

  (.19)

  (.21)

  -

Distributions from net realized gain

  -

  (3.06)

  (1.68)

  (1.39)

  (.05)

Total distributions

  (.05)

  (3.37)

  (1.87)

  (1.60)

  (.05)

Redemption fees added to paid in capital B

  .01

  .01

  .02

  .01

  - G

Net asset value, end of period

$ 26.58

$ 16.07

$ 38.25

$ 22.84

$ 17.97

Total Return A

  65.94%

  (53.53)%

  80.97%

  38.28%

  27.61%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.25%

  1.20%

  1.16%

  1.41%

  1.52%

Expenses net of fee waivers, if any

  1.25%

  1.20%

  1.16%

  1.25%

  1.29%

Expenses net of all reductions

  1.16%

  1.11%

  1.08%

  1.14%

  1.24%

Net investment income (loss)

  1.18%

  1.03%

  1.20%

  1.33%

  1.40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,888

$ 5,933

$ 16,300

$ 5,086

$ 4,791

Portfolio turnover rate D

  91%

  92% F

  66%

  77%

  66%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F The portfolio turnover rate does not include the assets acquired in the merger.

G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Emerging Asia Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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 received a final ruling from the Authority for Advance Ruling in India regarding the applicability of taxes imposed by the country on realized capital gains under the US/India tax treaty. The ruling entitled the Fund to a refund of capital gains taxes paid in prior years and exempts the Fund from taxes on future realized gains. The India Central Board of Direct Taxation may challenge the ruling at any time which could result in the reversal of some or all of the benefits recorded by the Fund.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 60,797,813

Gross unrealized depreciation

(8,104,473)

Net unrealized appreciation (depreciation)

$ 52,693,340

 

 

Tax Cost

$ 235,695,977

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 3,483,071

Capital loss carryforward

$ (31,099,467)

Net unrealized appreciation (depreciation)

$ 52,684,881

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 378,765

$ 17,818,648

Long-term Capital Gains

-

13,684,928

Total

$ 378,765

$ 31,503,576

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $214,634,621 and $168,089,695, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 225,103

$ 6,915

Class T

.25%

.25%

163,278

872

Class B

.75%

.25%

197,159

148,537

Class C

.75%

.25%

395,456

61,418

 

 

 

$ 980,996

$ 217,742

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 70,773

Class T

13,104

Class B*

49,472

Class C*

5,903

 

$ 139,252

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 270,919

.30

Class T

113,622

.35

Class B

64,341

.32

Class C

117,180

.29

Institutional Class

29,874

.26

 

$ 595,936

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $927 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $5,416.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.50%

$ 39,937

Class T

1.75%

29,245

Class B

2.25%

14,286

Class C

2.25%

12,852

 

 

$ 96,320

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $172,274 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $381.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 205,871

$ 933,093

Class T

65,048

241,193

Class B

32,430

-

Class C

56,716

82,276

Institutional Class

18,700

131,924

Total

$ 378,765

$ 1,388,486

From net realized gain

 

 

Class A

$ -

$ 12,682,581

Class T

-

5,427,293

Class B

-

3,491,350

Class C

-

7,194,625

Institutional Class

-

1,319,241

Total

$ -

$ 30,115,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

1,822,219

1,417,438

$ 40,851,858

$ 39,489,573

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

1,036,440

-

32,482,019

Reinvestment of distributions

11,447

367,601

172,610

11,447,101

Shares redeemed

(1,322,917)

(2,329,223)

(25,301,756)

(57,258,940)

Net increase (decrease)

510,749

492,256

$ 15,722,712

$ 26,159,753

Class T

 

 

 

 

Shares sold

578,954

494,150

$ 11,921,295

$ 12,981,063

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

234,931

-

7,235,880

Reinvestment of distributions

4,255

168,831

63,009

5,167,912

Shares redeemed

(434,633)

(1,022,047)

(8,198,583)

(25,065,963)

Net increase (decrease)

148,576

(124,135)

$ 3,785,721

$ 318,892

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class B

 

 

 

 

Shares sold

214,878

242,096

$ 4,421,597

$ 6,467,358

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

293,838

-

8,726,975

Reinvestment of distributions

1,834

105,630

26,200

3,118,188

Shares redeemed

(306,312)

(638,527)

(5,387,171)

(14,729,354)

Net increase (decrease)

(89,600)

3,037

$ (939,374)

$ 3,583,167

Class C

 

 

 

 

Shares sold

985,972

544,685

$ 20,555,792

$ 14,847,636

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

365,248

-

10,807,681

Reinvestment of distributions

3,108

196,711

44,229

5,785,281

Shares redeemed

(601,665)

(1,348,573)

(10,608,252)

(31,070,040)

Net increase (decrease)

387,415

(241,929)

$ 9,991,769

$ 370,558

Institutional Class

 

 

 

 

Shares sold

726,101

297,341

$ 16,617,065

$ 8,430,661

Issued in exchange for shares of Fidelity Advisor Korea Fund

-

131,266

-

4,188,699

Reinvestment of distributions

550

20,222

8,469

641,235

Shares redeemed

(196,957)

(505,846)

(3,858,918)

(12,562,978)

Net increase (decrease)

529,694

(57,017)

$ 12,766,616

$ 697,617

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.

Annual Report

12. Merger Information

On December 7, 2007, the Fund acquired all of the assets and assumed all of the liabilities of Fidelity Advisor Korea Fund ("Target Fund") pursuant to an agreement and plan of reorganization approved by the Target Fund shareholders on November 14, 2007. The acquisition was accomplished by an exchange of 1,036,440 Class A shares, 234,931 Class T shares, 293,838 Class B shares, 365,248 Class C shares ,and 131,266 Institutional Class shares of the Fund, respectively, for 1,446,656 Class A shares, 331,148 Class T shares, 420,027 Class B shares, 517,942 Class C shares, and 182,483 Institutional Class shares then outstanding (valued at $22.45, $21.85, $20.78, $20.87, and $22.95, per share for Class A, Class T, Class B, Class C and Institutional Class, respectively) of the Target Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized by the Funds or their shareholders. The Target Fund's net assets, including $10,759,371 of unrealized appreciation, were combined with the Fund's net assets of $334,365,132 for total net assets after the acquisition of $397,806,387.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Emerging Asia Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Emerging Asia Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Emerging Asia Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$0.168

$0.220

Institutional Class designates 35% and 39% of the dividends distributed in December as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/08/2008

$0.114

$0.069

 

12/31/2008

$0.005

$0.000

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Emerging Asia 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index over multiple periods. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Emerging Asia Fund


fid4942

The Board stated that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% 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.

Advisor Emerging Asia Fund


fid4944

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

FIL Investments (Japan) Limited

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan), Inc.

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

Brown Brothers Harriman & Co.

Boston, MA

AEAI-UANN-1209
1.784738.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Emerging Markets

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Life of
class
A

Class A (incl. 5.75% sales charge)

45.65%

13.97%

12.13%

Class T (incl. 3.50% sales charge)

48.77%

14.19%

12.31%

Class B (incl. contingent deferred sales charge) B

48.34%

14.21%

12.36%

Class C (incl. contingent deferred sales charge) C

52.34%

14.45%

12.47%

A From March 29, 2004.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of class total return figures are 5%, 2%, and 1%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year, past five years, and life of class total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Emerging Markets Fund - Class A on March 29, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.


fid4959

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging markets produced outsized gains, as investors' mood shifted from despair early in the period to optimism that the global recession might have ended. Reflecting the improving sentiment, the MSCI® Emerging Markets (EM) Index returned 64.63% for the year ending October 31, 2009. Of the three regions with the largest representation in the index - Europe/Middle East/Africa (EMEA), Latin America, and Asia ex Australia and New Zealand - Latin America had the strongest showing, at more than 77%, driven mainly by a return of over 92% for Brazil, whose major city, Rio de Janeiro, recently won the competition to host the 2016 Olympic games. Moreover, near period end Brazil's government debt earned an investment-grade rating from one of the major U.S. credit-rating agencies. Asian stocks also performed extremely well, returning almost 67%. A key driver in that case was China, whose return of roughly 102% came amid accelerating economic growth - from 6.1% in the first quarter of 2009 to 8.9% in the third quarter - and optimism fostered by the government's massive fiscal stimulus package. In the EMEA region, stocks returned about 47%, with key components South Africa and Russia finishing at roughly 62% and 45%, respectively.

Comments from Robert von Rekowsky, Portfolio Manager of Fidelity® Advisor Emerging Markets Fund: During the year, the fund's Class A, Class T, Class B and Class C shares rose 54.54%, 54.17%, 53.34% and 53.34%, respectively (excluding sales charges), trailing the MSCI index. Unrewarding stock selection in financials, industrials, information technology, materials and consumer staples hurt results. At the country level, stock picking in Russia, India, South Korea, South Africa, Taiwan and Israel detracted, as did our positioning in China. A small out-of-index position in IT services provider Rolta India fared poorly due to the alleged fraud of a competitor. Other detractors included Russian natural gas producer/distributor Gazprom, Brazilian pulp and paper holding Votorantim Celulose e Papel, Bahrain-based investment bank Gulf Finance House - a small out-of-benchmark holding - and Mexican bank Grupo Financiero Banorte. Underweighting strong-performing South African gold-mining stock AngloGold Ashanti further detracted. Conversely, good stock picks and an overweighting in consumer discretionary aided performance, as did stock selection in telecommunication services. Indonesian conglomerate Astra International was boosted by healthy sales of mining equipment and rebounding palm oil prices. Other contributors included Indonesia-based natural gas utility Perusahaan Gas Negara, Hungary's OTP Bank and CNPC, a Hong Kong-based energy company. Some stocks I've mentioned were sold by period end.

Comments from Robert von Rekowsky, Portfolio Manager of Fidelity® Advisor Emerging Markets Fund: During the year, the fund's Institutional Class shares rose 54.97%, trailing the MSCI index. Unrewarding stock selection in financials, industrials, information technology, materials and consumer staples hurt results. At the country level, stock picking in Russia, India, South Korea, South Africa, Taiwan and Israel detracted, as did our positioning in China. A small out-of-index position in IT services provider Rolta India fared poorly due to the alleged fraud of a competitor. Other detractors included Russian natural gas producer/distributor Gazprom, Brazilian pulp and paper holding Votorantim Celulose e Papel, Bahrain-based investment bank Gulf Finance House - a small out-of-benchmark holding - and Mexican bank Grupo Financiero Banorte. Underweighting strong-performing South African gold-mining stock AngloGold Ashanti further detracted. Conversely, good stock picks and an overweighting in consumer discretionary aided performance, as did stock selection in telecommunication services. Indonesian conglomerate Astra International was boosted by healthy sales of mining equipment and rebounding palm oil prices. Other contributors included Indonesia-based natural gas utility Perusahaan Gas Negara, Hungary's OTP Bank and CNPC, a Hong Kong-based energy company. Some stocks I've mentioned were sold by period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.60%

 

 

 

Actual

 

$ 1,000.00

$ 1,430.70

$ 9.80

Hypothetical A

 

$ 1,000.00

$ 1,017.14

$ 8.13

Class T

1.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,429.40

$ 11.33

Hypothetical A

 

$ 1,000.00

$ 1,015.88

$ 9.40

Class B

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,425.30

$ 14.37

Hypothetical A

 

$ 1,000.00

$ 1,013.36

$ 11.93

Class C

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,425.30

$ 14.37

Hypothetical A

 

$ 1,000.00

$ 1,013.36

$ 11.93

Institutional Class

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,433.10

$ 7.85

Hypothetical A

 

$ 1,000.00

$ 1,018.75

$ 6.51

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

4.4

4.1

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

3.4

0.0

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

3.0

2.5

OAO Gazprom (Russia, Oil, Gas & Consumable Fuels)

2.4

1.6

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

2.0

1.8

 

15.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.1

22.1

Energy

15.7

14.6

Materials

15.1

12.4

Information Technology

12.7

14.4

Telecommunication Services

9.3

8.7

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

16.9

13.2

Korea (South)

10.5

11.9

China

10.1

9.6

Russia

8.8

6.6

Taiwan

7.7

8.8

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 99.3%

 

fid4858

Stocks 97.7%

 

fid4861

Short-Term
Investments and
Net Other Assets 0.7%

 

fid4861

Short-Term
Investments and
Net Other Assets 2.3%

 

fid4965

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

Argentina - 0.1%

Banco Macro SA sponsored ADR

23,376

$ 683,280

Australia - 0.3%

Sino Gold Mining Ltd. (a)

224,337

1,316,510

Bailiwick of Jersey - 0.3%

Randgold Resources Ltd. sponsored ADR

25,700

1,714,447

Bermuda - 0.7%

Aquarius Platinum Ltd.:

(Australia)

427,751

1,860,049

(United Kingdom)

225,111

963,514

Huabao International Holdings Ltd.

801,000

764,058

TOTAL BERMUDA

3,587,621

Brazil - 16.9%

Banco ABC Brasil SA

119,100

672,186

Banco Santander (Brasil) SA ADR (a)

170,100

2,017,386

BM&F BOVESPA SA

367,700

2,369,632

Brasil Foods SA

41,500

1,000,741

Companhia Brasileira de Distribuicao Grupo Pao de Acucar sponsored ADR (c)

18,800

1,137,212

Companhia de Saneamento de Minas Gerais

2,220

39,076

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

1,225

19,343

Companhia Siderurgica Nacional SA (CSN) sponsored ADR (c)

160,500

5,322,180

Fertilizantes Fosfatados SA (PN) (a)

90,300

871,622

Gerdau SA sponsored ADR (c)

284,600

4,297,460

GVT Holding SA (a)

45,900

1,317,423

Itau Unibanco Banco Multiplo SA ADR

514,630

9,850,018

Localiza Rent A Car SA

149,300

1,564,039

Net Servicos de Comunicacao SA sponsored ADR

195,766

2,405,964

OGX Petroleo e Gas Participacoes SA

4,200

3,386,328

PDG Realty S.A. Empreendimentos e Participacoes

207,200

1,729,412

Petroleo Brasileiro SA - Petrobras:

(PN) (non-vtg.)

540,400

10,714,722

(PN) sponsored ADR (non-vtg.)

302,600

12,140,312

sponsored ADR

27,800

1,284,916

Tele Norte Leste Participacoes SA sponsored ADR (non-vtg.)

171,200

3,263,072

Tivit Terc de Tec E Servico SA

62,000

474,892

Vale SA (PN-A) sponsored ADR

775,000

17,902,500

Common Stocks - continued

Shares

Value

Brazil - continued

Vivo Participacoes SA sponsored ADR

103,300

$ 2,505,025

Votorantim Celulose e Papel SA sponsored ADR (a)(c)

148,336

2,038,137

TOTAL BRAZIL

88,323,598

Canada - 1.1%

Eldorado Gold Corp. (a)

86,900

967,829

First Quantum Minerals Ltd.

30,100

2,057,535

Sherritt International Corp.

126,200

808,817

Sino-Forest Corp. (a)

79,700

1,120,960

Uranium One, Inc. (a)

318,900

904,117

TOTAL CANADA

5,859,258

Cayman Islands - 1.8%

China Dongxiang Group Co. Ltd.

2,482,000

1,516,509

China Shanshui Cement Group Ltd.

1,200,000

856,900

Eurasia Drilling Co. Ltd. GDR (Reg. S)

109,000

1,798,500

Geely Automobile Holdings Ltd. (c)

6,320,000

2,285,222

Hidili Industry International Development Ltd. (a)

740,000

757,296

Integra Group Holdings unit (a)

490,700

1,614,403

Yingli Green Energy Holding Co. Ltd. ADR (a)(c)

44,479

515,067

TOTAL CAYMAN ISLANDS

9,343,897

China - 10.1%

Baidu.com, Inc. sponsored ADR (a)

3,800

1,436,096

China Construction Bank Corp. (H Shares)

11,441,000

9,863,903

China Merchants Bank Co. Ltd. (H Shares)

1,798,250

4,600,657

China National Materials Co. Ltd. (H Shares)

1,195,000

945,519

China Railway Construction Corp. Ltd. (H Shares)

1,310,000

1,736,486

China Shenhua Energy Co. Ltd. (H Shares)

1,000,000

4,486,218

China Yurun Food Group Ltd.

1,083,000

2,225,948

Golden Eagle Retail Group Ltd. (H Shares) (c)

1,217,000

2,093,198

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

11,300,000

8,990,681

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

1,402,000

844,008

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

1,924,000

1,417,175

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

547,500

4,798,348

Tencent Holdings Ltd.

281,300

4,898,286

Yantai Changyu Pioneer Wine Co. (B Shares)

222,290

1,634,103

ZTE Corp. (H Shares)

456,300

2,528,520

TOTAL CHINA

52,499,146

Common Stocks - continued

Shares

Value

Cyprus - 0.1%

Globaltrans Investment PLC GDR (Reg. S) (a)

44,500

$ 391,600

XXI Century Investments Public Ltd. (a)

22,235

8,214

TOTAL CYPRUS

399,814

Czech Republic - 1.1%

Ceske Energeticke Zavody AS

63,700

3,175,629

Komercni Banka AS

13,993

2,783,374

TOTAL CZECH REPUBLIC

5,959,003

Egypt - 0.7%

Commercial International Bank Ltd. sponsored GDR

200,071

2,020,717

Orascom Telecom Holding SAE unit

43,100

1,469,710

TOTAL EGYPT

3,490,427

Hong Kong - 5.3%

China Mobile (Hong Kong) Ltd.

852,200

7,989,094

China Overseas Land & Investment Ltd.

1,148,000

2,475,047

China Resources Power Holdings Co. Ltd.

991,700

2,054,499

CNOOC Ltd.

4,039,000

6,049,108

CNPC (Hong Kong) Ltd.

2,481,000

2,619,227

Cosco Pacific Ltd.

916,000

1,265,362

Hong Kong Exchange & Clearing Ltd.

77,300

1,360,717

Shanghai Industrial Holdings Ltd.

513,000

2,410,007

Sino-Ocean Land Holdings Ltd.

1,659,500

1,613,898

TOTAL HONG KONG

27,836,959

Hungary - 0.8%

OTP Bank Ltd. (a)

140,800

4,018,979

India - 7.2%

Bank of Baroda

74,908

809,423

Bharat Heavy Electricals Ltd.

62,298

2,916,020

Housing Development and Infrastructure Ltd. (a)

217,779

1,443,479

Housing Development Finance Corp. Ltd.

89,402

5,006,888

Indiabulls Real Estate Ltd. (a)

246,107

1,288,501

Infosys Technologies Ltd. sponsored ADR

118,300

5,441,800

Jain Irrigation Systems Ltd.

99,656

1,610,886

JSW Steel Ltd.

143,739

2,279,366

Mahindra & Mahindra Ltd.

114,799

2,223,240

Power Finance Corp. Ltd.

102,291

477,698

Reliance Industries Ltd.

151,262

6,124,941

Rural Electrification Corp. Ltd.

225,844

949,856

Tata Consultancy Services Ltd.

203,274

2,704,817

Common Stocks - continued

Shares

Value

India - continued

Tata Power Co. Ltd.

79,121

$ 2,226,194

Tata Steel Ltd.

181,782

1,798,168

TOTAL INDIA

37,301,277

Indonesia - 4.7%

PT Astra International Tbk

930,000

2,992,085

PT Bank Central Asia Tbk

5,450,200

2,566,508

PT Bank Mandiri Persero Tbk

4,258,500

2,043,461

PT Bank Rakyat Indonesia Tbk

3,904,000

2,840,929

PT Bumi Resources Tbk

9,126,000

2,196,970

PT Indocement Tunggal Prakarsa Tbk

1,865,000

2,123,613

PT Indofood Sukses Makmur Tbk

6,253,500

1,976,349

PT International Nickel Indonesia Tbk (a)

1,516,000

628,245

PT Perusahaan Gas Negara Tbk Series B

8,703,200

3,238,319

PT Telkomunikasi Indonesia Tbk Series B

4,593,000

3,955,096

TOTAL INDONESIA

24,561,575

Ireland - 0.3%

Dragon Oil PLC (a)

252,815

1,701,794

Israel - 1.5%

Israel Chemicals Ltd.

138,800

1,652,623

Teva Pharmaceutical Industries Ltd. sponsored ADR

127,200

6,421,056

TOTAL ISRAEL

8,073,679

Kazakhstan - 0.7%

JSC Halyk Bank of Kazakhstan unit (a)

305,839

2,079,705

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

76,677

1,813,411

TOTAL KAZAKHSTAN

3,893,116

Korea (South) - 10.5%

DigiTech Systems Co., Ltd. (a)

11,163

231,616

Doosan Heavy Industries & Construction Co. Ltd.

31,821

1,701,413

Hynix Semiconductor, Inc. (a)

190,440

2,817,010

Hyundai Engineering & Construction Co. Ltd.

36,313

1,997,451

Hyundai Industrial Development & Construction Co.

60,660

1,788,735

Hyundai Mobis

27,703

3,680,468

Hyundai Motor Co.

54,639

4,937,834

Industrial Bank of Korea (a)

227,330

2,743,931

KB Financial Group, Inc. (a)

108,940

5,220,793

Korea Exchange Bank

300,190

3,398,874

LG Corp.

41,120

2,321,040

LG Innotek Co. Ltd.

10,446

940,056

Common Stocks - continued

Shares

Value

Korea (South) - continued

Lumens Co. Ltd. (a)

118,703

$ 659,322

MegaStudy Co. Ltd.

6,412

1,328,564

Samsung Electronics Co. Ltd.

26,311

15,774,160

Shinhan Financial Group Co. Ltd. (a)

133,290

5,038,610

TOTAL KOREA (SOUTH)

54,579,877

Luxembourg - 1.1%

ArcelorMittal SA (NY Shares) Class A (c)

48,500

1,649,970

Evraz Group SA GDR

108,693

2,649,935

Ternium SA sponsored ADR (a)(c)

49,045

1,232,501

TOTAL LUXEMBOURG

5,532,406

Mexico - 3.3%

America Movil SAB de CV Series L sponsored ADR

237,100

10,463,223

Corporacion Geo SA de CV Series B (a)

638,700

1,688,224

Empresas ICA Sociedad Controladora SA de CV sponsored ADR (a)

193,400

1,686,448

Grupo Aeroportuario del Pacifico SA de CV sponsored ADR

38,800

989,012

Grupo Financiero Banorte SAB de CV Series O

721,400

2,305,665

TOTAL MEXICO

17,132,572

Nigeria - 0.2%

Guaranty Trust Bank PLC GDR (Reg. S)

162,800

1,009,360

Norway - 0.1%

Det Norske Oljeselskap ASA (DNO) (A Shares) (a)

594,000

466,810

Papua New Guinea - 0.2%

Oil Search Ltd.

220,462

1,143,016

Peru - 0.5%

Compania de Minas Buenaventura SA sponsored ADR

72,489

2,433,456

Philippines - 0.4%

Philippine Long Distance Telephone Co. sponsored ADR

39,400

2,100,020

Poland - 1.0%

Bank Polska Kasa Opieki SA (a)

58,125

3,160,409

Bank Zachodni WBK SA (a)

25,900

1,401,089

Globe Trade Centre SA (a)

56,700

496,639

TOTAL POLAND

5,058,137

Russia - 8.8%

Cherkizovo Group OJSC GDR (a)

45,700

425,010

Interregional Distribution Grid Companies Holding JSC (a)

2,514,600

293,805

Magnit OJSC GDR (Reg. S)

132,800

1,766,240

Mechel Steel Group OAO sponsored ADR (c)

104,600

1,794,936

Common Stocks - continued

Shares

Value

Russia - continued

Novorossiysk Commercial Sea Port JSC (a)

1,890,700

$ 289,640

Novorossiysk Commercial Sea Port JSC GDR (Reg. S)

11,500

132,250

OAO Gazprom

146,200

872,421

OAO Gazprom sponsored ADR

478,476

11,306,388

OAO NOVATEK GDR

53,098

2,681,449

OAO Tatneft sponsored ADR

110,600

2,881,130

OGK-2 JSC (a)

10,712,400

362,925

OGK-6 JSC (a)

12,690,800

342,715

OJSC MMC Norilsk Nickel sponsored ADR (a)

300,780

3,856,000

OJSC Oil Company Rosneft GDR (Reg. S) (a)

618,700

4,733,055

Polymetal JSC GDR (Reg. S) (a)

144,400

1,275,052

RusHydro JSC sponsored ADR (a)

377,729

1,344,715

Sberbank (Savings Bank of the Russian Federation)

1,728,400

3,829,882

Sberbank (Savings Bank of the Russian Federation) GDR

10,107

2,424,292

Sistema JSFC sponsored GDR (a)

114,900

1,870,572

Vimpel Communications sponsored ADR (a)

192,100

3,444,353

TOTAL RUSSIA

45,926,830

Singapore - 0.2%

Straits Asia Resources Ltd.

843,000

1,077,334

South Africa - 6.1%

African Bank Investments Ltd.

557,047

2,196,102

AngloGold Ashanti Ltd.

50,700

1,881,335

Aspen Pharmacare Holdings Ltd.

293,300

2,485,307

Aveng Ltd.

434,500

2,321,968

Clicks Group Ltd.

538,388

1,702,167

Illovo Sugar Ltd.

365,702

1,661,750

Mr. Price Group Ltd.

398,977

1,833,379

MTN Group Ltd.

433,073

6,513,418

Murray & Roberts Holdings Ltd.

188,700

1,361,780

Mvelaphanda Resources Ltd. (a)

265,419

1,358,945

Raubex Group Ltd.

262,299

822,570

Shoprite Holdings Ltd.

234,600

1,921,843

Standard Bank Group Ltd.

356,200

4,477,292

Truworths International Ltd.

216,400

1,246,464

TOTAL SOUTH AFRICA

31,784,320

Taiwan - 7.7%

Advanced Semiconductor Engineering, Inc.

955,000

749,862

Advanced Semiconductor Engineering, Inc. sponsored ADR (c)

401,300

1,553,031

Asia Cement Corp.

2,092,870

2,189,259

Epistar Corp.

155,000

449,674

Common Stocks - continued

Shares

Value

Taiwan - continued

First Financial Holding Co. Ltd.

3,545,978

$ 2,040,824

Formosa Epitaxy, Inc.

823,000

1,132,059

Fubon Financial Holding Co. Ltd. (a)

2,003,000

2,214,285

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,800,273

7,025,008

Largan Precision Co. Ltd.

89,720

1,023,710

Macronix International Co. Ltd.

2,229,061

1,125,678

MediaTek, Inc.

316,538

4,413,706

Polaris Securities Co. Ltd.

1,266,000

647,193

Siliconware Precision Industries Co. Ltd.

1,822,379

2,387,002

Taiwan Mobile Co. Ltd.

1,331,000

2,371,529

Taiwan Semiconductor Manufacturing Co. Ltd.

1,959,534

3,541,308

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

298,722

2,849,808

Wistron Corp.

1,528,648

2,549,499

Yuanta Financial Holding Co. Ltd.

2,598,000

1,708,086

TOTAL TAIWAN

39,971,521

Thailand - 0.9%

Advanced Info Service PCL (For. Reg.)

279,500

708,771

Central Pattana PCL (For. Reg.)

706,200

450,560

National Finance PCL (For. Reg.)

502,400

290,992

Siam Commercial Bank PCL (For. Reg.)

994,300

2,258,296

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

1,616,400

940,977

Total Access Communication PCL (For. Reg.)

14,600

16,741

TOTAL THAILAND

4,666,337

Turkey - 2.0%

Hurriyet Gazetecilik ve Matbaacilik AS (a)

966,010

1,040,862

Tofas Turk Otomobil Fabrikasi AS

590,745

1,493,070

Turk Hava Yollari AO

738,000

2,071,407

Turkiye Garanti Bankasi AS

893,375

3,268,083

Turkiye Is Bankasi AS Series C

692,510

2,648,442

TOTAL TURKEY

10,521,864

United Kingdom - 1.4%

Hikma Pharmaceuticals PLC

210,676

1,633,628

Max Petroleum PLC (a)

1,684,900

491,013

Standard Chartered PLC (United Kingdom)

77,851

1,917,876

Tullow Oil PLC

40,704

793,246

Xstrata PLC

181,225

2,625,748

TOTAL UNITED KINGDOM

7,461,511

United States of America - 1.2%

Central European Distribution Corp. (a)

54,900

1,707,939

Common Stocks - continued

Shares

Value

United States of America - continued

CTC Media, Inc. (a)

91,202

$ 1,466,528

Freeport-McMoRan Copper & Gold, Inc.

40,900

3,000,424

TOTAL UNITED STATES OF AMERICA

6,174,891

TOTAL COMMON STOCKS

(Cost $434,229,971)

517,604,642

Money Market Funds - 5.1%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

8,363,748

8,363,748

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

18,122,779

18,122,779

TOTAL MONEY MARKET FUNDS

(Cost $26,486,527)

26,486,527

TOTAL INVESTMENT PORTFOLIO - 104.4%

(Cost $460,716,498)

544,091,169

NET OTHER ASSETS - (4.4)%

(22,714,355)

NET ASSETS - 100%

$ 521,376,814

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 74,292

Fidelity Securities Lending Cash Central Fund

134,358

Total

$ 208,650

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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:

Brazil

$ 88,323,598

$ 88,284,522

$ 39,076

$ -

Korea (South)

54,579,877

-

54,579,877

-

China

52,499,146

1,436,096

51,063,050

-

Russia

45,926,830

39,935,442

5,991,388

-

Taiwan

39,971,521

4,402,839

35,568,682

-

India

37,301,277

5,441,800

31,859,477

-

South Africa

31,784,320

31,784,320

-

-

Hong Kong

27,836,959

-

27,836,959

-

Indonesia

24,561,575

-

24,561,575

-

Cyprus

399,814

391,600

-

8,214

Other

114,419,725

98,176,494

16,243,231

-

Money Market Funds

26,486,527

26,486,527

-

-

Total Investments in Securities:

$ 544,091,169

$ 296,339,640

$ 247,743,315

$ 8,214

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

Investments in Securities:

Beginning Balance

$ 1,240,035

Total Realized Gain (Loss)

(1,245,815)

Total Unrealized Gain (Loss)

2,121,587

Cost of Purchases

197,294

Proceeds of Sales

(136,304)

Amortization/Accretion

-

Transfers in/out of Level 3

(2,168,583)

Ending Balance

$ 8,214

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ 403,791

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $170,846,119 of which $85,342,104 and $85,504,015 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $16,891,273) - See accompanying schedule:

Unaffiliated issuers (cost $434,229,971)

$ 517,604,642

 

Fidelity Central Funds (cost $26,486,527)

26,486,527

 

Total Investments (cost $460,716,498)

 

$ 544,091,169

Cash

87,687

Foreign currency held at value (cost $130,322)

128,844

Receivable for investments sold

1,535

Receivable for fund shares sold

1,296,638

Dividends receivable

904,080

Distributions receivable from Fidelity Central Funds

14,436

Prepaid expenses

2,903

Other receivables

122,063

Total assets

546,649,355

 

 

 

Liabilities

Payable for fund shares redeemed

$ 5,568,564

Accrued management fee

383,356

Distribution fees payable

182,592

Other affiliated payables

157,899

Other payables and accrued expenses

857,351

Collateral on securities loaned, at value

18,122,779

Total liabilities

25,272,541

 

 

 

Net Assets

$ 521,376,814

Net Assets consist of:

 

Paid in capital

$ 613,658,679

Undistributed net investment income

1,565,113

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

(176,538,680)

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

82,691,702

Net Assets

$ 521,376,814

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($216,186,545 ÷ 11,259,455 shares)

$ 19.20

 

 

 

Maximum offering price per share (100/94.25 of $19.20)

$ 20.37

Class T:
Net Asset Value
and redemption price per share ($86,958,785 ÷ 4,543,298 shares)

$ 19.14

 

 

 

Maximum offering price per share (100/96.50 of $19.14)

$ 19.83

Class B:
Net Asset Value
and offering price per share ($27,580,449 ÷ 1,466,940 shares)A

$ 18.80

 

 

 

Class C:
Net Asset Value
and offering price per share ($83,938,504 ÷ 4,464,502 shares)A

$ 18.80

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($106,712,531 ÷ 5,531,474 shares)

$ 19.29

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 8,690,582

Interest

 

2,133

Income from Fidelity Central Funds

 

208,650

 

 

8,901,365

Less foreign taxes withheld

 

(897,318)

Total income

 

8,004,047

 

 

 

Expenses

Management fee

$ 2,905,544

Transfer agent fees

1,118,873

Distribution fees

1,413,352

Accounting and security lending fees

186,490

Custodian fees and expenses

449,236

Independent trustees' compensation

2,429

Registration fees

98,782

Audit

71,556

Legal

1,466

Miscellaneous

6,085

Total expenses before reductions

6,253,813

Expense reductions

(261,096)

5,992,717

Net investment income (loss)

2,011,330

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(85,198,195)

Foreign currency transactions

(337,536)

Total net realized gain (loss)

 

(85,535,731)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $721,480)

248,390,351

Assets and liabilities in foreign currencies

115,929

Total change in net unrealized appreciation (depreciation)

 

248,506,280

Net gain (loss)

162,970,549

Net increase (decrease) in net assets resulting from operations

$ 164,981,879

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,011,330

$ 3,983,324

Net realized gain (loss)

(85,535,731)

(90,707,808)

Change in net unrealized appreciation (depreciation)

248,506,280

(350,546,467)

Net increase (decrease) in net assets resulting
from operations

164,981,879

(437,270,951)

Distributions to shareholders from net investment income

(2,545,671)

(301,021)

Distributions to shareholders from net realized gain

-

(13,232,310)

Total distributions

(2,545,671)

(13,533,331)

Share transactions - net increase (decrease)

78,864,198

193,633,537

Redemption fees

123,947

397,808

Total increase (decrease) in net assets

241,424,353

(256,772,937)

 

 

 

Net Assets

Beginning of period

279,952,461

536,725,398

End of period (including undistributed net investment income of $1,565,113 and undistributed net investment income of $2,102,934, respectively)

$ 521,376,814

$ 279,952,461

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.59

$ 32.75

$ 19.22

$ 13.75

$ 9.87

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .10

  .24

  .09

  .09

  .12

Net realized and unrealized gain (loss)

  6.64

  (19.61)

  13.46

  5.47

  3.75

Total from investment operations

  6.74

  (19.37)

  13.55

  5.56

  3.87

Distributions from net investment income

  (.14)

  (.02)

  (.03)

  (.11)

  -

Distributions from net realized gain

  -

  (.79)

  -

  -

  -

Total distributions

  (.14)

  (.81)

  (.03)

  (.11)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.20

$ 12.59

$ 32.75

$ 19.22

$ 13.75

Total Return A, B

  54.54%

  (60.55)%

  70.63%

  40.75%

  39.31%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.60%

  1.59%

  1.59%

  1.84%

  3.15%

Expenses net of fee waivers, if any

  1.60%

  1.59%

  1.59%

  1.60%

  1.63%

Expenses net of all reductions

  1.53%

  1.53%

  1.54%

  1.49%

  1.52%

Net investment income (loss)

  .70%

  .94%

  .36%

  .51%

  .95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 216,187

$ 122,911

$ 218,836

$ 68,232

$ 9,617

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.49

$ 32.52

$ 19.10

$ 13.69

$ 9.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .17

  .03

  .05

  .09

Net realized and unrealized gain (loss)

  6.64

  (19.48)

  13.38

  5.43

  3.73

Total from investment operations

  6.71

  (19.31)

  13.41

  5.48

  3.82

Distributions from net investment income

  (.07)

  -

  -

  (.09)

  -

Distributions from net realized gain

  -

  (.74)

  -

  -

  -

Total distributions

  (.07)

  (.74)

  -

  (.09)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.14

$ 12.49

$ 32.52

$ 19.10

$ 13.69

Total Return A, B

  54.17%

  (60.66)%

  70.26%

  40.32%

  38.84%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.87%

  1.84%

  1.86%

  2.12%

  3.53%

Expenses net of fee waivers, if any

  1.85%

  1.84%

  1.85%

  1.85%

  1.89%

Expenses net of all reductions

  1.78%

  1.79%

  1.79%

  1.74%

  1.77%

Net investment income (loss)

  .44%

  .69%

  .11%

  .26%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 86,959

$ 47,300

$ 119,952

$ 41,369

$ 6,801

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.26

$ 32.03

$ 18.91

$ 13.58

$ 9.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

  .04

  (.09)

  (.04)

  .02

Net realized and unrealized gain (loss)

  6.55

  (19.13)

  13.20

  5.40

  3.72

Total from investment operations

  6.54

  (19.09)

  13.11

  5.36

  3.74

Distributions from net investment income

  -

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.70)

  -

  -

  -

Total distributions

  -

  (.70)

  -

  (.05)

  -

Redemption fees added to paid in capital C

  - G

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 18.80

$ 12.26

$ 32.03

$ 18.91

$ 13.58

Total Return A, B

  53.34%

  (60.83)%

  69.38%

  39.67%

  38.15%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.36%

  2.35%

  2.37%

  2.66%

  4.00%

Expenses net of fee waivers, if any

  2.35%

  2.35%

  2.35%

  2.35%

  2.39%

Expenses net of all reductions

  2.28%

  2.30%

  2.29%

  2.24%

  2.27%

Net investment income (loss)

  (.05)%

  .18%

  (.39)%

  (.24)%

  .20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 27,580

$ 17,307

$ 41,042

$ 18,622

$ 4,997

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.26

$ 32.04

$ 18.91

$ 13.59

$ 9.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

  .05

  (.09)

  (.04)

  .02

Net realized and unrealized gain (loss)

  6.54

  (19.15)

  13.21

  5.39

  3.73

Total from investment operations

  6.53

  (19.10)

  13.12

  5.35

  3.75

Distributions from net investment income

  -

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.70)

  -

  -

  -

Total distributions

  -

  (.70)

  -

  (.05)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 18.80

$ 12.26

$ 32.04

$ 18.91

$ 13.59

Total Return A, B

  53.34%

  (60.84)%

  69.43%

  39.59%

  38.25%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.34%

  2.34%

  2.34%

  2.58%

  4.09%

Expenses net of fee waivers, if any

  2.34%

  2.34%

  2.34%

  2.35%

  2.39%

Expenses net of all reductions

  2.28%

  2.29%

  2.29%

  2.24%

  2.28%

Net investment income (loss)

  (.05)%

  .19%

  (.39)%

  (.24)%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 83,939

$ 44,878

$ 104,885

$ 42,805

$ 5,890

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.71

$ 33.02

$ 19.34

$ 13.80

$ 9.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .31

  .18

  .14

  .14

Net realized and unrealized gain (loss)

  6.65

  (19.76)

  13.55

  5.49

  3.76

Total from investment operations

  6.80

  (19.45)

  13.73

  5.63

  3.90

Distributions from net investment income

  (.23)

  (.09)

  (.06)

  (.11)

  -

Distributions from net realized gain

  -

  (.79)

  -

  -

  -

Total distributions

  (.23)

  (.88)

  (.06)

  (.11)

  -

Redemption fees added to paid in capital B

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.29

$ 12.71

$ 33.02

$ 19.34

$ 13.80

Total Return A

  54.97%

  (60.42)%

  71.23%

  41.11%

  39.53%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.30%

  1.27%

  1.25%

  1.47%

  3.05%

Expenses net of fee waivers, if any

  1.30%

  1.27%

  1.25%

  1.35%

  1.41%

Expenses net of all reductions

  1.23%

  1.21%

  1.19%

  1.24%

  1.30%

Net investment income (loss)

  .99%

  1.26%

  .71%

  .75%

  1.17%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 106,713

$ 47,557

$ 52,011

$ 9,172

$ 1,610

Portfolio turnover rate D

  85%

  61%

  48%

  48%

  54%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Emerging Markets Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 100,684,151

Gross unrealized depreciation

(26,662,002)

Net unrealized appreciation (depreciation)

$ 74,022,149

 

 

Tax Cost

$ 470,069,020

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

Undistributed ordinary income

$ 5,225,075

Capital loss carryforward

$ (170,846,119)

Net unrealized appreciation (depreciation)

$ 74,031,817

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 2,545,671

$ 1,228,381

Long-term Capital Gains

-

12,304,950

Total

$ 2,545,671

$ 13,533,331

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $383,878,685 and $294,127,371, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 369,801

$ 17,271

Class T

.25%

.25%

310,782

-

Class B

.75%

.25%

197,517

148,563

Class C

.75%

.25%

535,252

113,624

 

 

 

$ 1,413,352

$ 279,458

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 84,556

Class T

22,035

Class B*

66,943

Class C*

17,160

 

$ 190,694

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 477,639

.32

Class T

209,333

.33

Class B

65,540

.33

Class C

170,761

.32

Institutional Class

195,600

.26

 

$ 1,118,873

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $47 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,708 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

7. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $134,358.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.60%

$ 12,045

Class T

1.85%

11,520

Class B

2.35%

3,295

 

 

$ 26,860

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $233,972 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $264.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,384,374

$ 145,463

Class T

245,641

-

Institutional Class

915,656

155,558

Total

$ 2,545,671

$ 301,021

From net realized gain

 

 

Class A

$ -

$ 5,708,988

Class T

-

2,804,174

Class B

-

932,421

Class C

-

2,429,913

Institutional Class

-

1,356,814

Total

$ -

$ 13,232,310

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

5,278,453

7,504,990

$ 79,857,327

$ 195,725,070

Reinvestment of distributions

121,361

176,530

1,308,274

5,408,863

Shares redeemed

(3,903,351)

(4,599,563)

(54,239,793)

(103,530,172)

Net increase (decrease)

1,496,463

3,081,957

$ 26,925,808

$ 97,603,761

Class T

 

 

 

 

Shares sold

2,313,290

2,371,937

$ 33,479,708

$ 61,265,742

Reinvestment of distributions

21,833

87,947

235,144

2,678,879

Shares redeemed

(1,578,742)

(2,361,671)

(23,073,162)

(55,099,385)

Net increase (decrease)

756,381

98,213

$ 10,641,690

$ 8,845,236

Class B

 

 

 

 

Shares sold

451,532

592,288

$ 6,737,050

$ 15,528,094

Reinvestment of distributions

-

27,094

-

813,622

Shares redeemed

(396,698)

(488,434)

(5,309,719)

(11,089,482)

Net increase (decrease)

54,834

130,948

$ 1,427,331

$ 5,252,234

Annual Report

10. Share Transactions - continued

Transactions for each class of shares were as follows - continued:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class C

 

 

 

 

Shares sold

2,096,953

2,148,857

$ 32,821,201

$ 56,222,968

Reinvestment of distributions

-

66,964

-

2,010,918

Shares redeemed

(1,293,905)

(1,828,365)

(16,362,891)

(38,999,955)

Net increase (decrease)

803,048

387,456

$ 16,458,310

$ 19,233,931

Institutional Class

 

 

 

 

Shares sold

3,535,627

4,063,163

$ 48,287,342

$ 98,616,483

Reinvestment of distributions

38,684

30,004

418,179

925,013

Shares redeemed

(1,784,638)

(1,926,467)

(25,294,462)

(36,843,121)

Net increase (decrease)

1,789,673

2,166,700

$ 23,411,059

$ 62,698,375

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor Emerging Markets Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Emerging Markets Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor Emerging Markets Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$.071

$.133

Class T

12/07/09

12/04/09

$.041

$.133

Class B

12/07/09

12/04/09

$-

$.115

Class C

12/07/09

12/04/09

$-

$.129

Class A and T designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/08

$.220

$.0761

Class T

12/08/08

$.141

$.0761

Shareholder Notification:

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Emerging Markets 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Emerging Markets Fund

fid4967

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

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.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Advisor Emerging Markets Fund

fid4969

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

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.

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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (U.K.) Ltd.

FIL Investment Advisors

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

JPMorgan Chase Bank

New York, NY

FAEM-UANN-1209
1.809005.105

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Emerging Markets

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Life of
class
A

Institutional Class

54.97%

15.64%

13.64%

A From March 29, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Emerging Markets Fund - Institutional Class on March 29, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.


fid4984

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging markets produced outsized gains, as investors' mood shifted from despair early in the period to optimism that the global recession might have ended. Reflecting the improving sentiment, the MSCI® Emerging Markets (EM) Index returned 64.63% for the year ending October 31, 2009. Of the three regions with the largest representation in the index - Europe/Middle East/Africa (EMEA), Latin America, and Asia ex Australia and New Zealand - Latin America had the strongest showing, at more than 77%, driven mainly by a return of over 92% for Brazil, whose major city, Rio de Janeiro, recently won the competition to host the 2016 Olympic games. Moreover, near period end Brazil's government debt earned an investment-grade rating from one of the major U.S. credit-rating agencies. Asian stocks also performed extremely well, returning almost 67%. A key driver in that case was China, whose return of roughly 102% came amid accelerating economic growth - from 6.1% in the first quarter of 2009 to 8.9% in the third quarter - and optimism fostered by the government's massive fiscal stimulus package. In the EMEA region, stocks returned about 47%, with key components South Africa and Russia finishing at roughly 62% and 45%, respectively.

Comments from Robert von Rekowsky, Portfolio Manager of Fidelity® Advisor Emerging Markets Fund: During the year, the fund's Class A, Class T, Class B and Class C shares rose 54.54%, 54.17%, 53.34% and 53.34%, respectively (excluding sales charges), trailing the MSCI index. Unrewarding stock selection in financials, industrials, information technology, materials and consumer staples hurt results. At the country level, stock picking in Russia, India, South Korea, South Africa, Taiwan and Israel detracted, as did our positioning in China. A small out-of-index position in IT services provider Rolta India fared poorly due to the alleged fraud of a competitor. Other detractors included Russian natural gas producer/distributor Gazprom, Brazilian pulp and paper holding Votorantim Celulose e Papel, Bahrain-based investment bank Gulf Finance House - a small out-of-benchmark holding - and Mexican bank Grupo Financiero Banorte. Underweighting strong-performing South African gold-mining stock AngloGold Ashanti further detracted. Conversely, good stock picks and an overweighting in consumer discretionary aided performance, as did stock selection in telecommunication services. Indonesian conglomerate Astra International was boosted by healthy sales of mining equipment and rebounding palm oil prices. Other contributors included Indonesia-based natural gas utility Perusahaan Gas Negara, Hungary's OTP Bank and CNPC, a Hong Kong-based energy company. Some stocks I've mentioned were sold by period end.

Comments from Robert von Rekowsky, Portfolio Manager of Fidelity® Advisor Emerging Markets Fund: During the year, the fund's Institutional Class shares rose 54.97%, trailing the MSCI index. Unrewarding stock selection in financials, industrials, information technology, materials and consumer staples hurt results. At the country level, stock picking in Russia, India, South Korea, South Africa, Taiwan and Israel detracted, as did our positioning in China. A small out-of-index position in IT services provider Rolta India fared poorly due to the alleged fraud of a competitor. Other detractors included Russian natural gas producer/distributor Gazprom, Brazilian pulp and paper holding Votorantim Celulose e Papel, Bahrain-based investment bank Gulf Finance House - a small out-of-benchmark holding - and Mexican bank Grupo Financiero Banorte. Underweighting strong-performing South African gold-mining stock AngloGold Ashanti further detracted. Conversely, good stock picks and an overweighting in consumer discretionary aided performance, as did stock selection in telecommunication services. Indonesian conglomerate Astra International was boosted by healthy sales of mining equipment and rebounding palm oil prices. Other contributors included Indonesia-based natural gas utility Perusahaan Gas Negara, Hungary's OTP Bank and CNPC, a Hong Kong-based energy company. Some stocks I've mentioned were sold by period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.60%

 

 

 

Actual

 

$ 1,000.00

$ 1,430.70

$ 9.80

Hypothetical A

 

$ 1,000.00

$ 1,017.14

$ 8.13

Class T

1.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,429.40

$ 11.33

Hypothetical A

 

$ 1,000.00

$ 1,015.88

$ 9.40

Class B

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,425.30

$ 14.37

Hypothetical A

 

$ 1,000.00

$ 1,013.36

$ 11.93

Class C

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,425.30

$ 14.37

Hypothetical A

 

$ 1,000.00

$ 1,013.36

$ 11.93

Institutional Class

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,433.10

$ 7.85

Hypothetical A

 

$ 1,000.00

$ 1,018.75

$ 6.51

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

4.4

4.1

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

3.4

0.0

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

3.0

2.5

OAO Gazprom (Russia, Oil, Gas & Consumable Fuels)

2.4

1.6

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

2.0

1.8

 

15.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.1

22.1

Energy

15.7

14.6

Materials

15.1

12.4

Information Technology

12.7

14.4

Telecommunication Services

9.3

8.7

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

16.9

13.2

Korea (South)

10.5

11.9

China

10.1

9.6

Russia

8.8

6.6

Taiwan

7.7

8.8

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 99.3%

 

fid4858

Stocks 97.7%

 

fid4861

Short-Term
Investments and
Net Other Assets 0.7%

 

fid4861

Short-Term
Investments and
Net Other Assets 2.3%

 

fid4990

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

Argentina - 0.1%

Banco Macro SA sponsored ADR

23,376

$ 683,280

Australia - 0.3%

Sino Gold Mining Ltd. (a)

224,337

1,316,510

Bailiwick of Jersey - 0.3%

Randgold Resources Ltd. sponsored ADR

25,700

1,714,447

Bermuda - 0.7%

Aquarius Platinum Ltd.:

(Australia)

427,751

1,860,049

(United Kingdom)

225,111

963,514

Huabao International Holdings Ltd.

801,000

764,058

TOTAL BERMUDA

3,587,621

Brazil - 16.9%

Banco ABC Brasil SA

119,100

672,186

Banco Santander (Brasil) SA ADR (a)

170,100

2,017,386

BM&F BOVESPA SA

367,700

2,369,632

Brasil Foods SA

41,500

1,000,741

Companhia Brasileira de Distribuicao Grupo Pao de Acucar sponsored ADR (c)

18,800

1,137,212

Companhia de Saneamento de Minas Gerais

2,220

39,076

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

1,225

19,343

Companhia Siderurgica Nacional SA (CSN) sponsored ADR (c)

160,500

5,322,180

Fertilizantes Fosfatados SA (PN) (a)

90,300

871,622

Gerdau SA sponsored ADR (c)

284,600

4,297,460

GVT Holding SA (a)

45,900

1,317,423

Itau Unibanco Banco Multiplo SA ADR

514,630

9,850,018

Localiza Rent A Car SA

149,300

1,564,039

Net Servicos de Comunicacao SA sponsored ADR

195,766

2,405,964

OGX Petroleo e Gas Participacoes SA

4,200

3,386,328

PDG Realty S.A. Empreendimentos e Participacoes

207,200

1,729,412

Petroleo Brasileiro SA - Petrobras:

(PN) (non-vtg.)

540,400

10,714,722

(PN) sponsored ADR (non-vtg.)

302,600

12,140,312

sponsored ADR

27,800

1,284,916

Tele Norte Leste Participacoes SA sponsored ADR (non-vtg.)

171,200

3,263,072

Tivit Terc de Tec E Servico SA

62,000

474,892

Vale SA (PN-A) sponsored ADR

775,000

17,902,500

Common Stocks - continued

Shares

Value

Brazil - continued

Vivo Participacoes SA sponsored ADR

103,300

$ 2,505,025

Votorantim Celulose e Papel SA sponsored ADR (a)(c)

148,336

2,038,137

TOTAL BRAZIL

88,323,598

Canada - 1.1%

Eldorado Gold Corp. (a)

86,900

967,829

First Quantum Minerals Ltd.

30,100

2,057,535

Sherritt International Corp.

126,200

808,817

Sino-Forest Corp. (a)

79,700

1,120,960

Uranium One, Inc. (a)

318,900

904,117

TOTAL CANADA

5,859,258

Cayman Islands - 1.8%

China Dongxiang Group Co. Ltd.

2,482,000

1,516,509

China Shanshui Cement Group Ltd.

1,200,000

856,900

Eurasia Drilling Co. Ltd. GDR (Reg. S)

109,000

1,798,500

Geely Automobile Holdings Ltd. (c)

6,320,000

2,285,222

Hidili Industry International Development Ltd. (a)

740,000

757,296

Integra Group Holdings unit (a)

490,700

1,614,403

Yingli Green Energy Holding Co. Ltd. ADR (a)(c)

44,479

515,067

TOTAL CAYMAN ISLANDS

9,343,897

China - 10.1%

Baidu.com, Inc. sponsored ADR (a)

3,800

1,436,096

China Construction Bank Corp. (H Shares)

11,441,000

9,863,903

China Merchants Bank Co. Ltd. (H Shares)

1,798,250

4,600,657

China National Materials Co. Ltd. (H Shares)

1,195,000

945,519

China Railway Construction Corp. Ltd. (H Shares)

1,310,000

1,736,486

China Shenhua Energy Co. Ltd. (H Shares)

1,000,000

4,486,218

China Yurun Food Group Ltd.

1,083,000

2,225,948

Golden Eagle Retail Group Ltd. (H Shares) (c)

1,217,000

2,093,198

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

11,300,000

8,990,681

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

1,402,000

844,008

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

1,924,000

1,417,175

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

547,500

4,798,348

Tencent Holdings Ltd.

281,300

4,898,286

Yantai Changyu Pioneer Wine Co. (B Shares)

222,290

1,634,103

ZTE Corp. (H Shares)

456,300

2,528,520

TOTAL CHINA

52,499,146

Common Stocks - continued

Shares

Value

Cyprus - 0.1%

Globaltrans Investment PLC GDR (Reg. S) (a)

44,500

$ 391,600

XXI Century Investments Public Ltd. (a)

22,235

8,214

TOTAL CYPRUS

399,814

Czech Republic - 1.1%

Ceske Energeticke Zavody AS

63,700

3,175,629

Komercni Banka AS

13,993

2,783,374

TOTAL CZECH REPUBLIC

5,959,003

Egypt - 0.7%

Commercial International Bank Ltd. sponsored GDR

200,071

2,020,717

Orascom Telecom Holding SAE unit

43,100

1,469,710

TOTAL EGYPT

3,490,427

Hong Kong - 5.3%

China Mobile (Hong Kong) Ltd.

852,200

7,989,094

China Overseas Land & Investment Ltd.

1,148,000

2,475,047

China Resources Power Holdings Co. Ltd.

991,700

2,054,499

CNOOC Ltd.

4,039,000

6,049,108

CNPC (Hong Kong) Ltd.

2,481,000

2,619,227

Cosco Pacific Ltd.

916,000

1,265,362

Hong Kong Exchange & Clearing Ltd.

77,300

1,360,717

Shanghai Industrial Holdings Ltd.

513,000

2,410,007

Sino-Ocean Land Holdings Ltd.

1,659,500

1,613,898

TOTAL HONG KONG

27,836,959

Hungary - 0.8%

OTP Bank Ltd. (a)

140,800

4,018,979

India - 7.2%

Bank of Baroda

74,908

809,423

Bharat Heavy Electricals Ltd.

62,298

2,916,020

Housing Development and Infrastructure Ltd. (a)

217,779

1,443,479

Housing Development Finance Corp. Ltd.

89,402

5,006,888

Indiabulls Real Estate Ltd. (a)

246,107

1,288,501

Infosys Technologies Ltd. sponsored ADR

118,300

5,441,800

Jain Irrigation Systems Ltd.

99,656

1,610,886

JSW Steel Ltd.

143,739

2,279,366

Mahindra & Mahindra Ltd.

114,799

2,223,240

Power Finance Corp. Ltd.

102,291

477,698

Reliance Industries Ltd.

151,262

6,124,941

Rural Electrification Corp. Ltd.

225,844

949,856

Tata Consultancy Services Ltd.

203,274

2,704,817

Common Stocks - continued

Shares

Value

India - continued

Tata Power Co. Ltd.

79,121

$ 2,226,194

Tata Steel Ltd.

181,782

1,798,168

TOTAL INDIA

37,301,277

Indonesia - 4.7%

PT Astra International Tbk

930,000

2,992,085

PT Bank Central Asia Tbk

5,450,200

2,566,508

PT Bank Mandiri Persero Tbk

4,258,500

2,043,461

PT Bank Rakyat Indonesia Tbk

3,904,000

2,840,929

PT Bumi Resources Tbk

9,126,000

2,196,970

PT Indocement Tunggal Prakarsa Tbk

1,865,000

2,123,613

PT Indofood Sukses Makmur Tbk

6,253,500

1,976,349

PT International Nickel Indonesia Tbk (a)

1,516,000

628,245

PT Perusahaan Gas Negara Tbk Series B

8,703,200

3,238,319

PT Telkomunikasi Indonesia Tbk Series B

4,593,000

3,955,096

TOTAL INDONESIA

24,561,575

Ireland - 0.3%

Dragon Oil PLC (a)

252,815

1,701,794

Israel - 1.5%

Israel Chemicals Ltd.

138,800

1,652,623

Teva Pharmaceutical Industries Ltd. sponsored ADR

127,200

6,421,056

TOTAL ISRAEL

8,073,679

Kazakhstan - 0.7%

JSC Halyk Bank of Kazakhstan unit (a)

305,839

2,079,705

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

76,677

1,813,411

TOTAL KAZAKHSTAN

3,893,116

Korea (South) - 10.5%

DigiTech Systems Co., Ltd. (a)

11,163

231,616

Doosan Heavy Industries & Construction Co. Ltd.

31,821

1,701,413

Hynix Semiconductor, Inc. (a)

190,440

2,817,010

Hyundai Engineering & Construction Co. Ltd.

36,313

1,997,451

Hyundai Industrial Development & Construction Co.

60,660

1,788,735

Hyundai Mobis

27,703

3,680,468

Hyundai Motor Co.

54,639

4,937,834

Industrial Bank of Korea (a)

227,330

2,743,931

KB Financial Group, Inc. (a)

108,940

5,220,793

Korea Exchange Bank

300,190

3,398,874

LG Corp.

41,120

2,321,040

LG Innotek Co. Ltd.

10,446

940,056

Common Stocks - continued

Shares

Value

Korea (South) - continued

Lumens Co. Ltd. (a)

118,703

$ 659,322

MegaStudy Co. Ltd.

6,412

1,328,564

Samsung Electronics Co. Ltd.

26,311

15,774,160

Shinhan Financial Group Co. Ltd. (a)

133,290

5,038,610

TOTAL KOREA (SOUTH)

54,579,877

Luxembourg - 1.1%

ArcelorMittal SA (NY Shares) Class A (c)

48,500

1,649,970

Evraz Group SA GDR

108,693

2,649,935

Ternium SA sponsored ADR (a)(c)

49,045

1,232,501

TOTAL LUXEMBOURG

5,532,406

Mexico - 3.3%

America Movil SAB de CV Series L sponsored ADR

237,100

10,463,223

Corporacion Geo SA de CV Series B (a)

638,700

1,688,224

Empresas ICA Sociedad Controladora SA de CV sponsored ADR (a)

193,400

1,686,448

Grupo Aeroportuario del Pacifico SA de CV sponsored ADR

38,800

989,012

Grupo Financiero Banorte SAB de CV Series O

721,400

2,305,665

TOTAL MEXICO

17,132,572

Nigeria - 0.2%

Guaranty Trust Bank PLC GDR (Reg. S)

162,800

1,009,360

Norway - 0.1%

Det Norske Oljeselskap ASA (DNO) (A Shares) (a)

594,000

466,810

Papua New Guinea - 0.2%

Oil Search Ltd.

220,462

1,143,016

Peru - 0.5%

Compania de Minas Buenaventura SA sponsored ADR

72,489

2,433,456

Philippines - 0.4%

Philippine Long Distance Telephone Co. sponsored ADR

39,400

2,100,020

Poland - 1.0%

Bank Polska Kasa Opieki SA (a)

58,125

3,160,409

Bank Zachodni WBK SA (a)

25,900

1,401,089

Globe Trade Centre SA (a)

56,700

496,639

TOTAL POLAND

5,058,137

Russia - 8.8%

Cherkizovo Group OJSC GDR (a)

45,700

425,010

Interregional Distribution Grid Companies Holding JSC (a)

2,514,600

293,805

Magnit OJSC GDR (Reg. S)

132,800

1,766,240

Mechel Steel Group OAO sponsored ADR (c)

104,600

1,794,936

Common Stocks - continued

Shares

Value

Russia - continued

Novorossiysk Commercial Sea Port JSC (a)

1,890,700

$ 289,640

Novorossiysk Commercial Sea Port JSC GDR (Reg. S)

11,500

132,250

OAO Gazprom

146,200

872,421

OAO Gazprom sponsored ADR

478,476

11,306,388

OAO NOVATEK GDR

53,098

2,681,449

OAO Tatneft sponsored ADR

110,600

2,881,130

OGK-2 JSC (a)

10,712,400

362,925

OGK-6 JSC (a)

12,690,800

342,715

OJSC MMC Norilsk Nickel sponsored ADR (a)

300,780

3,856,000

OJSC Oil Company Rosneft GDR (Reg. S) (a)

618,700

4,733,055

Polymetal JSC GDR (Reg. S) (a)

144,400

1,275,052

RusHydro JSC sponsored ADR (a)

377,729

1,344,715

Sberbank (Savings Bank of the Russian Federation)

1,728,400

3,829,882

Sberbank (Savings Bank of the Russian Federation) GDR

10,107

2,424,292

Sistema JSFC sponsored GDR (a)

114,900

1,870,572

Vimpel Communications sponsored ADR (a)

192,100

3,444,353

TOTAL RUSSIA

45,926,830

Singapore - 0.2%

Straits Asia Resources Ltd.

843,000

1,077,334

South Africa - 6.1%

African Bank Investments Ltd.

557,047

2,196,102

AngloGold Ashanti Ltd.

50,700

1,881,335

Aspen Pharmacare Holdings Ltd.

293,300

2,485,307

Aveng Ltd.

434,500

2,321,968

Clicks Group Ltd.

538,388

1,702,167

Illovo Sugar Ltd.

365,702

1,661,750

Mr. Price Group Ltd.

398,977

1,833,379

MTN Group Ltd.

433,073

6,513,418

Murray & Roberts Holdings Ltd.

188,700

1,361,780

Mvelaphanda Resources Ltd. (a)

265,419

1,358,945

Raubex Group Ltd.

262,299

822,570

Shoprite Holdings Ltd.

234,600

1,921,843

Standard Bank Group Ltd.

356,200

4,477,292

Truworths International Ltd.

216,400

1,246,464

TOTAL SOUTH AFRICA

31,784,320

Taiwan - 7.7%

Advanced Semiconductor Engineering, Inc.

955,000

749,862

Advanced Semiconductor Engineering, Inc. sponsored ADR (c)

401,300

1,553,031

Asia Cement Corp.

2,092,870

2,189,259

Epistar Corp.

155,000

449,674

Common Stocks - continued

Shares

Value

Taiwan - continued

First Financial Holding Co. Ltd.

3,545,978

$ 2,040,824

Formosa Epitaxy, Inc.

823,000

1,132,059

Fubon Financial Holding Co. Ltd. (a)

2,003,000

2,214,285

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,800,273

7,025,008

Largan Precision Co. Ltd.

89,720

1,023,710

Macronix International Co. Ltd.

2,229,061

1,125,678

MediaTek, Inc.

316,538

4,413,706

Polaris Securities Co. Ltd.

1,266,000

647,193

Siliconware Precision Industries Co. Ltd.

1,822,379

2,387,002

Taiwan Mobile Co. Ltd.

1,331,000

2,371,529

Taiwan Semiconductor Manufacturing Co. Ltd.

1,959,534

3,541,308

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

298,722

2,849,808

Wistron Corp.

1,528,648

2,549,499

Yuanta Financial Holding Co. Ltd.

2,598,000

1,708,086

TOTAL TAIWAN

39,971,521

Thailand - 0.9%

Advanced Info Service PCL (For. Reg.)

279,500

708,771

Central Pattana PCL (For. Reg.)

706,200

450,560

National Finance PCL (For. Reg.)

502,400

290,992

Siam Commercial Bank PCL (For. Reg.)

994,300

2,258,296

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

1,616,400

940,977

Total Access Communication PCL (For. Reg.)

14,600

16,741

TOTAL THAILAND

4,666,337

Turkey - 2.0%

Hurriyet Gazetecilik ve Matbaacilik AS (a)

966,010

1,040,862

Tofas Turk Otomobil Fabrikasi AS

590,745

1,493,070

Turk Hava Yollari AO

738,000

2,071,407

Turkiye Garanti Bankasi AS

893,375

3,268,083

Turkiye Is Bankasi AS Series C

692,510

2,648,442

TOTAL TURKEY

10,521,864

United Kingdom - 1.4%

Hikma Pharmaceuticals PLC

210,676

1,633,628

Max Petroleum PLC (a)

1,684,900

491,013

Standard Chartered PLC (United Kingdom)

77,851

1,917,876

Tullow Oil PLC

40,704

793,246

Xstrata PLC

181,225

2,625,748

TOTAL UNITED KINGDOM

7,461,511

United States of America - 1.2%

Central European Distribution Corp. (a)

54,900

1,707,939

Common Stocks - continued

Shares

Value

United States of America - continued

CTC Media, Inc. (a)

91,202

$ 1,466,528

Freeport-McMoRan Copper & Gold, Inc.

40,900

3,000,424

TOTAL UNITED STATES OF AMERICA

6,174,891

TOTAL COMMON STOCKS

(Cost $434,229,971)

517,604,642

Money Market Funds - 5.1%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

8,363,748

8,363,748

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

18,122,779

18,122,779

TOTAL MONEY MARKET FUNDS

(Cost $26,486,527)

26,486,527

TOTAL INVESTMENT PORTFOLIO - 104.4%

(Cost $460,716,498)

544,091,169

NET OTHER ASSETS - (4.4)%

(22,714,355)

NET ASSETS - 100%

$ 521,376,814

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 74,292

Fidelity Securities Lending Cash Central Fund

134,358

Total

$ 208,650

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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:

Brazil

$ 88,323,598

$ 88,284,522

$ 39,076

$ -

Korea (South)

54,579,877

-

54,579,877

-

China

52,499,146

1,436,096

51,063,050

-

Russia

45,926,830

39,935,442

5,991,388

-

Taiwan

39,971,521

4,402,839

35,568,682

-

India

37,301,277

5,441,800

31,859,477

-

South Africa

31,784,320

31,784,320

-

-

Hong Kong

27,836,959

-

27,836,959

-

Indonesia

24,561,575

-

24,561,575

-

Cyprus

399,814

391,600

-

8,214

Other

114,419,725

98,176,494

16,243,231

-

Money Market Funds

26,486,527

26,486,527

-

-

Total Investments in Securities:

$ 544,091,169

$ 296,339,640

$ 247,743,315

$ 8,214

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

Investments in Securities:

Beginning Balance

$ 1,240,035

Total Realized Gain (Loss)

(1,245,815)

Total Unrealized Gain (Loss)

2,121,587

Cost of Purchases

197,294

Proceeds of Sales

(136,304)

Amortization/Accretion

-

Transfers in/out of Level 3

(2,168,583)

Ending Balance

$ 8,214

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ 403,791

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $170,846,119 of which $85,342,104 and $85,504,015 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $16,891,273) - See accompanying schedule:

Unaffiliated issuers (cost $434,229,971)

$ 517,604,642

 

Fidelity Central Funds (cost $26,486,527)

26,486,527

 

Total Investments (cost $460,716,498)

 

$ 544,091,169

Cash

87,687

Foreign currency held at value (cost $130,322)

128,844

Receivable for investments sold

1,535

Receivable for fund shares sold

1,296,638

Dividends receivable

904,080

Distributions receivable from Fidelity Central Funds

14,436

Prepaid expenses

2,903

Other receivables

122,063

Total assets

546,649,355

 

 

 

Liabilities

Payable for fund shares redeemed

$ 5,568,564

Accrued management fee

383,356

Distribution fees payable

182,592

Other affiliated payables

157,899

Other payables and accrued expenses

857,351

Collateral on securities loaned, at value

18,122,779

Total liabilities

25,272,541

 

 

 

Net Assets

$ 521,376,814

Net Assets consist of:

 

Paid in capital

$ 613,658,679

Undistributed net investment income

1,565,113

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

(176,538,680)

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

82,691,702

Net Assets

$ 521,376,814

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($216,186,545 ÷ 11,259,455 shares)

$ 19.20

 

 

 

Maximum offering price per share (100/94.25 of $19.20)

$ 20.37

Class T:
Net Asset Value
and redemption price per share ($86,958,785 ÷ 4,543,298 shares)

$ 19.14

 

 

 

Maximum offering price per share (100/96.50 of $19.14)

$ 19.83

Class B:
Net Asset Value
and offering price per share ($27,580,449 ÷ 1,466,940 shares)A

$ 18.80

 

 

 

Class C:
Net Asset Value
and offering price per share ($83,938,504 ÷ 4,464,502 shares)A

$ 18.80

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($106,712,531 ÷ 5,531,474 shares)

$ 19.29

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 8,690,582

Interest

 

2,133

Income from Fidelity Central Funds

 

208,650

 

 

8,901,365

Less foreign taxes withheld

 

(897,318)

Total income

 

8,004,047

 

 

 

Expenses

Management fee

$ 2,905,544

Transfer agent fees

1,118,873

Distribution fees

1,413,352

Accounting and security lending fees

186,490

Custodian fees and expenses

449,236

Independent trustees' compensation

2,429

Registration fees

98,782

Audit

71,556

Legal

1,466

Miscellaneous

6,085

Total expenses before reductions

6,253,813

Expense reductions

(261,096)

5,992,717

Net investment income (loss)

2,011,330

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(85,198,195)

Foreign currency transactions

(337,536)

Total net realized gain (loss)

 

(85,535,731)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $721,480)

248,390,351

Assets and liabilities in foreign currencies

115,929

Total change in net unrealized appreciation (depreciation)

 

248,506,280

Net gain (loss)

162,970,549

Net increase (decrease) in net assets resulting from operations

$ 164,981,879

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,011,330

$ 3,983,324

Net realized gain (loss)

(85,535,731)

(90,707,808)

Change in net unrealized appreciation (depreciation)

248,506,280

(350,546,467)

Net increase (decrease) in net assets resulting
from operations

164,981,879

(437,270,951)

Distributions to shareholders from net investment income

(2,545,671)

(301,021)

Distributions to shareholders from net realized gain

-

(13,232,310)

Total distributions

(2,545,671)

(13,533,331)

Share transactions - net increase (decrease)

78,864,198

193,633,537

Redemption fees

123,947

397,808

Total increase (decrease) in net assets

241,424,353

(256,772,937)

 

 

 

Net Assets

Beginning of period

279,952,461

536,725,398

End of period (including undistributed net investment income of $1,565,113 and undistributed net investment income of $2,102,934, respectively)

$ 521,376,814

$ 279,952,461

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.59

$ 32.75

$ 19.22

$ 13.75

$ 9.87

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .10

  .24

  .09

  .09

  .12

Net realized and unrealized gain (loss)

  6.64

  (19.61)

  13.46

  5.47

  3.75

Total from investment operations

  6.74

  (19.37)

  13.55

  5.56

  3.87

Distributions from net investment income

  (.14)

  (.02)

  (.03)

  (.11)

  -

Distributions from net realized gain

  -

  (.79)

  -

  -

  -

Total distributions

  (.14)

  (.81)

  (.03)

  (.11)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.20

$ 12.59

$ 32.75

$ 19.22

$ 13.75

Total Return A, B

  54.54%

  (60.55)%

  70.63%

  40.75%

  39.31%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.60%

  1.59%

  1.59%

  1.84%

  3.15%

Expenses net of fee waivers, if any

  1.60%

  1.59%

  1.59%

  1.60%

  1.63%

Expenses net of all reductions

  1.53%

  1.53%

  1.54%

  1.49%

  1.52%

Net investment income (loss)

  .70%

  .94%

  .36%

  .51%

  .95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 216,187

$ 122,911

$ 218,836

$ 68,232

$ 9,617

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.49

$ 32.52

$ 19.10

$ 13.69

$ 9.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .17

  .03

  .05

  .09

Net realized and unrealized gain (loss)

  6.64

  (19.48)

  13.38

  5.43

  3.73

Total from investment operations

  6.71

  (19.31)

  13.41

  5.48

  3.82

Distributions from net investment income

  (.07)

  -

  -

  (.09)

  -

Distributions from net realized gain

  -

  (.74)

  -

  -

  -

Total distributions

  (.07)

  (.74)

  -

  (.09)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.14

$ 12.49

$ 32.52

$ 19.10

$ 13.69

Total Return A, B

  54.17%

  (60.66)%

  70.26%

  40.32%

  38.84%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.87%

  1.84%

  1.86%

  2.12%

  3.53%

Expenses net of fee waivers, if any

  1.85%

  1.84%

  1.85%

  1.85%

  1.89%

Expenses net of all reductions

  1.78%

  1.79%

  1.79%

  1.74%

  1.77%

Net investment income (loss)

  .44%

  .69%

  .11%

  .26%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 86,959

$ 47,300

$ 119,952

$ 41,369

$ 6,801

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.26

$ 32.03

$ 18.91

$ 13.58

$ 9.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

  .04

  (.09)

  (.04)

  .02

Net realized and unrealized gain (loss)

  6.55

  (19.13)

  13.20

  5.40

  3.72

Total from investment operations

  6.54

  (19.09)

  13.11

  5.36

  3.74

Distributions from net investment income

  -

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.70)

  -

  -

  -

Total distributions

  -

  (.70)

  -

  (.05)

  -

Redemption fees added to paid in capital C

  - G

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 18.80

$ 12.26

$ 32.03

$ 18.91

$ 13.58

Total Return A, B

  53.34%

  (60.83)%

  69.38%

  39.67%

  38.15%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.36%

  2.35%

  2.37%

  2.66%

  4.00%

Expenses net of fee waivers, if any

  2.35%

  2.35%

  2.35%

  2.35%

  2.39%

Expenses net of all reductions

  2.28%

  2.30%

  2.29%

  2.24%

  2.27%

Net investment income (loss)

  (.05)%

  .18%

  (.39)%

  (.24)%

  .20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 27,580

$ 17,307

$ 41,042

$ 18,622

$ 4,997

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.26

$ 32.04

$ 18.91

$ 13.59

$ 9.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

  .05

  (.09)

  (.04)

  .02

Net realized and unrealized gain (loss)

  6.54

  (19.15)

  13.21

  5.39

  3.73

Total from investment operations

  6.53

  (19.10)

  13.12

  5.35

  3.75

Distributions from net investment income

  -

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.70)

  -

  -

  -

Total distributions

  -

  (.70)

  -

  (.05)

  -

Redemption fees added to paid in capital C

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 18.80

$ 12.26

$ 32.04

$ 18.91

$ 13.59

Total Return A, B

  53.34%

  (60.84)%

  69.43%

  39.59%

  38.25%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.34%

  2.34%

  2.34%

  2.58%

  4.09%

Expenses net of fee waivers, if any

  2.34%

  2.34%

  2.34%

  2.35%

  2.39%

Expenses net of all reductions

  2.28%

  2.29%

  2.29%

  2.24%

  2.28%

Net investment income (loss)

  (.05)%

  .19%

  (.39)%

  (.24)%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 83,939

$ 44,878

$ 104,885

$ 42,805

$ 5,890

Portfolio turnover rate E

  85%

  61%

  48%

  48%

  54%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.71

$ 33.02

$ 19.34

$ 13.80

$ 9.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .31

  .18

  .14

  .14

Net realized and unrealized gain (loss)

  6.65

  (19.76)

  13.55

  5.49

  3.76

Total from investment operations

  6.80

  (19.45)

  13.73

  5.63

  3.90

Distributions from net investment income

  (.23)

  (.09)

  (.06)

  (.11)

  -

Distributions from net realized gain

  -

  (.79)

  -

  -

  -

Total distributions

  (.23)

  (.88)

  (.06)

  (.11)

  -

Redemption fees added to paid in capital B

  .01

  .02

  .01

  .02

  .01

Net asset value, end of period

$ 19.29

$ 12.71

$ 33.02

$ 19.34

$ 13.80

Total Return A

  54.97%

  (60.42)%

  71.23%

  41.11%

  39.53%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.30%

  1.27%

  1.25%

  1.47%

  3.05%

Expenses net of fee waivers, if any

  1.30%

  1.27%

  1.25%

  1.35%

  1.41%

Expenses net of all reductions

  1.23%

  1.21%

  1.19%

  1.24%

  1.30%

Net investment income (loss)

  .99%

  1.26%

  .71%

  .75%

  1.17%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 106,713

$ 47,557

$ 52,011

$ 9,172

$ 1,610

Portfolio turnover rate D

  85%

  61%

  48%

  48%

  54%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Emerging Markets Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 100,684,151

Gross unrealized depreciation

(26,662,002)

Net unrealized appreciation (depreciation)

$ 74,022,149

 

 

Tax Cost

$ 470,069,020

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

Undistributed ordinary income

$ 5,225,075

Capital loss carryforward

$ (170,846,119)

Net unrealized appreciation (depreciation)

$ 74,031,817

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 2,545,671

$ 1,228,381

Long-term Capital Gains

-

12,304,950

Total

$ 2,545,671

$ 13,533,331

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $383,878,685 and $294,127,371, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 369,801

$ 17,271

Class T

.25%

.25%

310,782

-

Class B

.75%

.25%

197,517

148,563

Class C

.75%

.25%

535,252

113,624

 

 

 

$ 1,413,352

$ 279,458

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 84,556

Class T

22,035

Class B*

66,943

Class C*

17,160

 

$ 190,694

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 477,639

.32

Class T

209,333

.33

Class B

65,540

.33

Class C

170,761

.32

Institutional Class

195,600

.26

 

$ 1,118,873

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $47 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,708 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

7. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $134,358.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.60%

$ 12,045

Class T

1.85%

11,520

Class B

2.35%

3,295

 

 

$ 26,860

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $233,972 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $264.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,384,374

$ 145,463

Class T

245,641

-

Institutional Class

915,656

155,558

Total

$ 2,545,671

$ 301,021

From net realized gain

 

 

Class A

$ -

$ 5,708,988

Class T

-

2,804,174

Class B

-

932,421

Class C

-

2,429,913

Institutional Class

-

1,356,814

Total

$ -

$ 13,232,310

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

5,278,453

7,504,990

$ 79,857,327

$ 195,725,070

Reinvestment of distributions

121,361

176,530

1,308,274

5,408,863

Shares redeemed

(3,903,351)

(4,599,563)

(54,239,793)

(103,530,172)

Net increase (decrease)

1,496,463

3,081,957

$ 26,925,808

$ 97,603,761

Class T

 

 

 

 

Shares sold

2,313,290

2,371,937

$ 33,479,708

$ 61,265,742

Reinvestment of distributions

21,833

87,947

235,144

2,678,879

Shares redeemed

(1,578,742)

(2,361,671)

(23,073,162)

(55,099,385)

Net increase (decrease)

756,381

98,213

$ 10,641,690

$ 8,845,236

Class B

 

 

 

 

Shares sold

451,532

592,288

$ 6,737,050

$ 15,528,094

Reinvestment of distributions

-

27,094

-

813,622

Shares redeemed

(396,698)

(488,434)

(5,309,719)

(11,089,482)

Net increase (decrease)

54,834

130,948

$ 1,427,331

$ 5,252,234

Annual Report

10. Share Transactions - continued

Transactions for each class of shares were as follows - continued:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class C

 

 

 

 

Shares sold

2,096,953

2,148,857

$ 32,821,201

$ 56,222,968

Reinvestment of distributions

-

66,964

-

2,010,918

Shares redeemed

(1,293,905)

(1,828,365)

(16,362,891)

(38,999,955)

Net increase (decrease)

803,048

387,456

$ 16,458,310

$ 19,233,931

Institutional Class

 

 

 

 

Shares sold

3,535,627

4,063,163

$ 48,287,342

$ 98,616,483

Reinvestment of distributions

38,684

30,004

418,179

925,013

Shares redeemed

(1,784,638)

(1,926,467)

(25,294,462)

(36,843,121)

Net increase (decrease)

1,789,673

2,166,700

$ 23,411,059

$ 62,698,375

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor Emerging Markets Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Emerging Markets Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor Emerging Markets Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$.106

$.133

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/08/08

$.304

$.0761

Shareholder Notification:

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Emerging Markets 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Emerging Markets Fund

fid4967

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

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.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Advisor Emerging Markets Fund

fid4969

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

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.

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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (U.K.) Ltd.

FIL Investment Advisors

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

JPMorgan Chase Bank

New York, NY

FAEMI-UANN-1209
1.809006.105

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Europe Capital Appreciation

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. sales charge)

18.07%

3.99%

2.84%

Class T (incl. sales charge)

20.62%

4.26%

2.85%

Class B (incl. contingent deferred sales charge) A

19.34%

4.19%

2.93%

Class C (incl. contingent deferred sales charge) B

23.29%

4.48%

2.69%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Europe Capital Appreciation Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Europe Index performed over the same period.


fid5007

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Melissa Reilly, Portfolio Manager of Fidelity® Advisor Europe Capital Appreciation Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 25.27%, 24.99%, 24.34% and 24.29%, respectively (excluding sales charges), compared with the 27.89% gain of the MSCI Europe Index. The fund was hurt by stock selection within financials, specifically diversified financials and banks. Stock and market selection within industrials, combined with a slight overweighting and stock picking in energy, detracted as well. Stock selection in France, Switzerland and Sweden hurt the most. However, our positioning in consumer discretionary - particularly good security selection in automobiles/components and an overweighting in retailing - was helpful, as was stock picking in Ireland and Norway, and within our small stake in U.S. stocks. On an individual security basis, owning several banks - many at the wrong times - was harmful, including U.K.-based Barclays, UniCredit in Italy, Spain's Banco Santander and France's Société Générale. Not owning German chemical company BASF for much of the period hurt as well. Contributions to fund performance came from not owning German automaker and index component Volkswagen, a stake in Belgian brewer Anheuser-Busch InBev and positions in out-of-index U.K.-based retailer Signet Jewelers and Britian's credit information provider Experian.

Comments from Melissa Reilly, Portfolio Manager of Fidelity® Advisor Europe Capital Appreciation Fund: For the year, the fund's Institutional Class shares rose 25.57%, compared with the 27.89% gain of the MSCI Europe Index. The fund was hurt by stock selection within financials, specifically diversified financials and banks. Stock and market selection within industrials, combined with a slight overweighting and stock picking in energy, detracted as well. Stock selection in France, Switzerland and Sweden hurt the most. However, our positioning in consumer discretionary - particularly good security selection in automobiles/components and an overweighting in retailing - was helpful, as was stock picking in Ireland and Norway, and within our small stake in U.S. stocks. On an individual security basis, owning several banks - many at the wrong times - was harmful, including U.K.-based Barclays, UniCredit in Italy, Spain's Banco Santander and France's Société Générale. Not owning German chemical company BASF for much of the period hurt as well. Contributions to fund performance came from not owning German automaker and index component Volkswagen, a stake in Belgian brewer Anheuser-Busch InBev and positions in out-of-index U.K.-based retailer Signet Jewelers and Britain's credit information provider Experian.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,298.90

$ 8.69

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,297.20

$ 10.13

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,293.80

$ 13.01

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,294.00

$ 13.01

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,300.70

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.6

2.7

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

2.2

Telefonica SA sponsored ADR (Spain, Diversified Telecommunication Services)

2.5

2.4

Sanofi-Aventis (France, Pharmaceuticals)

2.4

1.6

Nestle SA (Reg.) (Switzerland, Food Products)

2.3

3.2

 

13.5

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.3

21.1

Consumer Discretionary

12.6

13.6

Energy

12.2

12.9

Consumer Staples

10.7

9.4

Industrials

9.8

9.0

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

29.2

33.4

France

16.0

13.3

Switzerland

9.2

12.0

Germany

9.2

11.7

Spain

5.6

4.9

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5009

Stocks 98.9%

 

fid4858

Stocks 98.6%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.1%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.4%

 

fid5014

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 0.2%

Billabong International Ltd.

6,288

$ 58,162

Bailiwick of Jersey - 1.0%

Experian PLC

20,800

190,895

Shire PLC

4,290

75,897

TOTAL BAILIWICK OF JERSEY

266,792

Belgium - 2.7%

Anheuser-Busch InBev SA NV

5,609

264,167

Anheuser-Busch InBev SA NV (strip VVPR) (a)

6,080

45

Fortis (a)

30,600

132,927

Gimv NV

900

50,844

Umicore SA

8,000

244,277

TOTAL BELGIUM

692,260

Bermuda - 1.0%

Seadrill Ltd. (a)

6,000

125,321

Signet Jewelers Ltd. (United Kingdom)

5,400

136,975

TOTAL BERMUDA

262,296

Brazil - 0.8%

Banco Santander (Brasil) SA ADR (a)

9,800

116,228

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

2,100

84,252

TOTAL BRAZIL

200,480

Canada - 1.1%

Compton Petroleum Corp. (a)

22,200

22,552

Fairborne Energy Trust (a)

6,000

24,657

Iteration Energy Ltd. (a)

23,100

24,319

PetroBakken Energy Ltd. Class A

3,347

96,498

Petrobank Energy & Resources Ltd. (a)

2,300

100,551

TOTAL CANADA

268,577

China - 0.2%

Baidu.com, Inc. sponsored ADR (a)

100

37,792

Denmark - 1.9%

Carlsberg AS Series B

1,600

112,934

Danske Bank AS (a)

3,844

89,112

Novo Nordisk AS Series B

4,400

274,032

TOTAL DENMARK

476,078

Common Stocks - continued

Shares

Value

Finland - 0.9%

Metso Corp.

4,600

$ 128,952

Nokian Tyres PLC

4,474

95,727

TOTAL FINLAND

224,679

France - 16.0%

Accor SA

1,733

83,328

Air France KLM (Reg.) (a)

2,300

35,403

Atos Origin SA (a)

1,860

87,422

AXA SA

9,600

238,738

Bouygues SA

3,700

175,048

Cap Gemini SA

2,100

97,683

Danone

5,150

310,377

Electricite de France

2,400

134,205

Essilor International SA

2,252

126,426

Groupe Eurotunnel SA

5,000

49,554

Iliad Group SA

1,237

134,157

L'Oreal SA

2,300

235,803

Michelin CGDE Series B

1,357

100,943

PPR SA

1,600

175,079

Remy Cointreau SA

2,900

140,486

Sanofi-Aventis

8,238

603,822

Schneider Electric SA

2,809

293,526

Societe Generale Series A

3,623

241,940

Television Francaise 1 SA (c)

5,000

78,765

Total SA sponsored ADR

9,500

570,665

Unibail-Rodamco

578

128,391

Vallourec SA

540

85,582

TOTAL FRANCE

4,127,343

Germany - 8.7%

Aixtron AG

2,800

83,931

BASF AG

4,596

246,858

Bayerische Motoren Werke AG (BMW)

4,451

218,078

Daimler AG (Reg.)

2,091

100,849

Deutsche Boerse AG

2,600

210,891

Deutsche Post AG

9,559

161,695

Deutsche Postbank AG (a)

2,900

90,001

E.ON AG

4,351

167,047

HeidelbergCement AG

1,680

100,693

Linde AG

1,336

140,352

MAN SE

1,200

98,853

Metro AG

1,100

61,122

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

5,226

$ 236,581

Siemens AG (Reg.)

3,797

341,806

TOTAL GERMANY

2,258,757

Greece - 1.5%

Alpha Bank AE (a)

7,000

136,898

Hellenic Telecommunications Organization SA

4,591

77,693

National Bank of Greece SA (a)

4,600

171,191

TOTAL GREECE

385,782

Hong Kong - 0.5%

China Unicom (Hong Kong) Ltd. sponsored ADR

4,500

56,925

Esprit Holdings Ltd.

10,000

66,571

TOTAL HONG KONG

123,496

Ireland - 0.8%

CRH PLC

6,749

164,962

Ryanair Holdings PLC sponsored ADR (a)

1,800

49,086

TOTAL IRELAND

214,048

Italy - 2.5%

ENI SpA sponsored ADR

2,400

118,992

Fiat SpA (a)

14,300

213,799

Intesa Sanpaolo SpA

52,943

223,986

UniCredit SpA

29,323

98,814

TOTAL ITALY

655,591

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

2,067

69,898

Netherlands - 4.3%

Akzo Nobel NV

3,000

177,822

ASML Holding NV (Netherlands)

5,100

137,525

Heineken NV (Bearer)

2,600

115,221

Koninklijke KPN NV

12,800

232,623

Koninklijke Philips Electronics NV

7,100

178,346

Unilever NV (Certificaten Van Aandelen) unit

8,500

262,734

TOTAL NETHERLANDS

1,104,271

Netherlands Antilles - 0.4%

Schlumberger Ltd.

1,600

99,520

Norway - 1.3%

DnB NOR ASA (a)(c)

14,200

163,548

Common Stocks - continued

Shares

Value

Norway - continued

Pronova BioPharma ASA (a)

9,400

$ 29,221

Telenor ASA (a)

11,800

152,804

TOTAL NORWAY

345,573

Papua New Guinea - 0.4%

Lihir Gold Ltd.

34,725

94,947

South Africa - 0.4%

Impala Platinum Holdings Ltd.

4,200

93,704

Spain - 5.6%

Banco Bilbao Vizcaya Argentaria SA

8,716

155,788

Banco Santander SA

23,104

371,771

Grupo Ferrovial SA

1,800

74,855

Inditex SA

3,203

188,535

Telefonica SA sponsored ADR

7,800

654,654

TOTAL SPAIN

1,445,603

Sweden - 2.8%

H&M Hennes & Mauritz AB (B Shares)

3,949

224,296

Modern Times Group MTG AB (B Shares)

2,800

121,424

Sandvik AB

9,900

109,352

Skandinaviska Enskilda Banken AB (A Shares) (a)

17,400

105,389

Swedbank AB (A Shares)

11,405

98,243

Telefonaktiebolaget LM Ericsson (B Shares)

7,000

73,130

TOTAL SWEDEN

731,834

Switzerland - 9.2%

Actelion Ltd. (Reg.) (a)

2,378

131,287

Credit Suisse Group (Reg.)

5,907

315,710

Nestle SA (Reg.)

12,598

587,113

Nobel Biocare Holding AG (Switzerland)

3,860

109,845

Roche Holding AG (participation certificate)

3,201

513,795

Schindler Holding AG (participation certificate)

1,665

114,072

Sonova Holding AG

1,314

135,485

Swiss Reinsurance Co. (Reg.)

3,223

131,986

Transocean Ltd. (a)

800

67,128

UBS AG (For. Reg.) (a)

16,414

273,646

TOTAL SWITZERLAND

2,380,067

Turkey - 0.1%

Turkiye Is Bankasi AS Series C

7,000

26,771

United Kingdom - 29.2%

Anglo American PLC (United Kingdom) (a)

8,500

309,110

Common Stocks - continued

Shares

Value

United Kingdom - continued

Barclays PLC

63,386

$ 332,322

Barratt Developments PLC (a)

17,700

39,260

Bellway PLC

4,000

48,006

BG Group PLC

20,626

357,263

Bovis Homes Group PLC

8,100

54,777

BP PLC

32,700

306,510

BP PLC sponsored ADR

4,100

232,142

British Airways PLC (a)(c)

7,100

21,192

British Land Co. PLC

12,549

97,287

British Sky Broadcasting Group PLC

11,000

96,259

BT Group PLC

71,300

152,844

Burberry Group PLC

9,000

79,644

Cairn Energy PLC (a)

2,800

121,454

Carphone Warehouse Group PLC

31,800

96,117

Centrica PLC

49,241

200,735

Debenhams PLC

33,160

42,410

easyJet PLC (a)

4,200

24,831

HSBC Holdings PLC sponsored ADR (c)

16,836

932,542

InterContinental Hotel Group PLC

9,000

115,993

ITV PLC

189,500

133,004

Kesa Electricals PLC

51,900

113,243

Man Group PLC

24,144

122,883

Misys PLC

33,100

112,546

Mothercare PLC

10,500

99,296

Reckitt Benckiser Group PLC

5,004

249,342

Redrow PLC (a)

24,100

55,790

Rio Tinto PLC (Reg.)

7,369

325,891

Royal Dutch Shell PLC Class A (United Kingdom)

23,617

700,653

Segro PLC

21,420

124,141

Serco Group PLC

12,869

106,804

Standard Chartered PLC (United Kingdom)

16,269

400,790

Taylor Wimpey PLC (a)

134,934

82,012

Tesco PLC

41,151

275,213

The Game Group PLC

23,600

57,422

Tomkins PLC

35,200

97,147

Vodafone Group PLC

89,911

198,215

Vodafone Group PLC sponsored ADR

9,450

209,696

Wm Morrison Supermarkets PLC

26,431

121,504

Wolseley PLC (a)

7,466

151,750

Xstrata PLC

7,913

114,651

TOTAL UNITED KINGDOM

7,512,691

Common Stocks - continued

Shares

Value

United States of America - 3.9%

Agilent Technologies, Inc.

2,800

$ 69,272

Allergan, Inc.

900

50,625

Autoliv, Inc.

1,400

47,012

CME Group, Inc.

350

105,914

ENSCO International, Inc.

1,300

59,527

Express Scripts, Inc. (a)

1,300

103,896

Morgan Stanley

3,100

99,572

Oshkosh Co.

1,800

56,268

Pfizer, Inc.

9,700

165,191

Pride International, Inc. (a)

1,800

53,208

Virgin Media, Inc.

8,200

114,554

Wells Fargo & Co.

2,900

79,808

TOTAL UNITED STATES OF AMERICA

1,004,847

TOTAL COMMON STOCKS

(Cost $23,767,496)

25,161,859

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 0.5%

ProSiebenSat.1 Media AG

11,100

115,810

Italy - 0.7%

Fondiaria-Sai SpA (Risparmio Shares)

7,700

94,727

Telecom Italia SpA (Risparmio Shares)

77,100

85,149

TOTAL ITALY

179,876

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $298,274)

295,686

Money Market Funds - 3.1%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

565,779

$ 565,779

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

242,820

242,820

TOTAL MONEY MARKET FUNDS

(Cost $808,599)

808,599

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $24,874,369)

26,266,144

NET OTHER ASSETS - (2.0)%

(511,331)

NET ASSETS - 100%

$ 25,754,813

Legend

(a) Non-income producing

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

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

(d) 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 3,185

Fidelity Securities Lending Cash Central Fund

15,570

Total

$ 18,755

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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

$ 7,512,691

$ 6,196,909

$ 1,315,782

$ -

France

4,127,343

3,284,783

842,560

-

Switzerland

2,380,067

1,790,711

589,356

-

Germany

2,374,567

1,695,331

679,236

-

Spain

1,445,603

918,044

527,559

-

Netherlands

1,104,271

788,400

315,871

-

United States of America

1,004,847

1,004,847

-

-

Italy

835,467

835,467

-

-

Sweden

731,834

-

731,834

-

Other

3,940,855

3,645,278

295,577

-

Money Market Funds

808,599

808,599

-

-

Total Investments in Securities:

$ 26,266,144

$ 20,968,369

$ 5,297,775

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $19,584,435 of which $11,539,810 and $8,044,625 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $223,327) - See accompanying schedule:

Unaffiliated issuers (cost $24,065,770)

$ 25,457,545

 

Fidelity Central Funds (cost $808,599)

808,599

 

Total Investments (cost $24,874,369)

 

$ 26,266,144

Receivable for investments sold

308,297

Receivable for fund shares sold

26,147

Dividends receivable

50,978

Distributions receivable from Fidelity Central Funds

264

Prepaid expenses

154

Receivable from investment adviser for expense reductions

9,863

Other receivables

4,523

Total assets

26,666,370

 

 

 

Liabilities

Payable for investments purchased

$ 552,537

Payable for fund shares redeemed

11,160

Accrued management fee

15,795

Distribution fees payable

11,400

Other affiliated payables

8,600

Other payables and accrued expenses

69,245

Collateral on securities loaned, at value

242,820

Total liabilities

911,557

 

 

 

Net Assets

$ 25,754,813

Net Assets consist of:

 

Paid in capital

$ 43,979,047

Undistributed net investment income

271,133

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

(19,869,499)

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

1,374,132

Net Assets

$ 25,754,813

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($10,904,159 ÷ 1,007,762 shares)

$ 10.82

 

 

 

Maximum offering price per share (100/94.25 of $10.82)

$ 11.48

Class T:
Net Asset Value
and redemption price per share ($8,013,843 ÷ 743,574 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/96.50 of $10.78)

$ 11.17

Class B:
Net Asset Value
and offering price per share ($2,489,681 ÷ 237,664 shares)A

$ 10.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,913,292 ÷ 375,358 shares)A

$ 10.43

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($433,838 ÷ 39,344 shares)

$ 11.03

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 789,788

Interest

 

6

Income from Fidelity Central Funds

 

18,755

 

 

808,549

Less foreign taxes withheld

 

(76,782)

Total income

 

731,767

 

 

 

Expenses

Management fee

$ 163,371

Transfer agent fees

76,483

Distribution fees

119,045

Accounting and security lending fees

12,018

Custodian fees and expenses

49,291

Independent trustees' compensation

169

Registration fees

53,393

Audit

48,344

Legal

150

Miscellaneous

522

Total expenses before reductions

522,786

Expense reductions

(125,828)

396,958

Net investment income (loss)

334,809

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(7,981,145)

Foreign currency transactions

(695)

Total net realized gain (loss)

 

(7,981,840)

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,326,573

Assets and liabilities in foreign currencies

8,491

Total change in net unrealized appreciation (depreciation)

 

12,335,064

Net gain (loss)

4,353,224

Net increase (decrease) in net assets resulting from operations

$ 4,688,033

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 334,809

$ 753,526

Net realized gain (loss)

(7,981,840)

(11,836,246)

Change in net unrealized appreciation (depreciation)

12,335,064

(20,362,765)

Net increase (decrease) in net assets resulting
from operations

4,688,033

(31,445,485)

Distributions to shareholders from net investment income

(713,757)

(842,961)

Distributions to shareholders from net realized gain

-

(10,296,581)

Total distributions

(713,757)

(11,139,542)

Share transactions - net increase (decrease)

(4,078,182)

(11,216,725)

Redemption fees

558

1,666

Total increase (decrease) in net assets

(103,348)

(53,800,086)

 

 

 

Net Assets

Beginning of period

25,858,161

79,658,247

End of period (including undistributed net investment income of $271,133 and undistributed net investment income of $650,599, respectively)

$ 25,754,813

$ 25,858,161

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.98

$ 20.94

$ 17.49

$ 13.47

$ 11.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

  .25

  .32

  .19 F

  .12

Net realized and unrealized gain (loss)

  1.99

  (9.22)

  4.48

  4.18

  2.05

Total from investment operations

  2.14

  (8.97)

  4.80

  4.37

  2.17

Distributions from net investment income

  (.30)

  (.31)

  (.12)

  (.13)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.30)

  (2.99)

  (1.35)

  (.35)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.82

$ 8.98

$ 20.94

$ 17.49

$ 13.47

Total Return A, B

  25.27%

  (49.77)%

  29.16%

  33.17%

  19.20%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.00%

  1.63%

  1.53%

  1.81%

  2.16%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.55%

Expenses net of all reductions

  1.46%

  1.46%

  1.46%

  1.40%

  1.44%

Net investment income (loss)

  1.73%

  1.65%

  1.69%

  1.16% F

  .95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,904

$ 10,286

$ 29,273

$ 18,972

$ 4,544

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .68%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.92

$ 20.75

$ 17.35

$ 13.34

$ 11.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .21

  .27

  .14 F

  .09

Net realized and unrealized gain (loss)

  1.99

  (9.17)

  4.44

  4.17

  2.04

Total from investment operations

  2.12

  (8.96)

  4.71

  4.31

  2.13

Distributions from net investment income

  (.26)

  (.19)

  (.08)

  (.08)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.26)

  (2.87)

  (1.31)

  (.30)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.92

$ 20.75

$ 17.35

$ 13.34

Total Return A, B

  24.99%

  (49.91)%

  28.86%

  32.95%

  19.00%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.28%

  1.88%

  1.80%

  2.07%

  2.45%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.71%

  1.71%

  1.71%

  1.65%

  1.70%

Net investment income (loss)

  1.48%

  1.40%

  1.44%

  .91% F

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,014

$ 7,866

$ 21,357

$ 24,643

$ 8,893

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .43%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 20.16

$ 16.91

$ 12.98

$ 10.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .13

  .17

  .06 F

  .02

Net realized and unrealized gain (loss)

  1.95

  (8.86)

  4.34

  4.10

  1.99

Total from investment operations

  2.03

  (8.73)

  4.51

  4.16

  2.01

Distributions from net investment income

  (.16)

  (.14)

  (.03)

  (.01)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.16)

  (2.82)

  (1.26)

  (.23)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.48

$ 8.61

$ 20.16

$ 16.91

$ 12.98

Total Return A, B

  24.34%

  (50.13)%

  28.29%

  32.49%

  18.32%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.77%

  2.39%

  2.31%

  2.69%

  2.94%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.32%

Expenses net of all reductions

  2.21%

  2.21%

  2.21%

  2.15%

  2.20%

Net investment income (loss)

  .98%

  .90%

  .94%

  .41% F

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,490

$ 2,806

$ 11,206

$ 8,529

$ 6,415

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.58

$ 20.10

$ 16.89

$ 13.00

$ 10.98

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .13

  .17

  .06 F

  .03

Net realized and unrealized gain (loss)

  1.94

  (8.82)

  4.32

  4.07

  1.99

Total from investment operations

  2.02

  (8.69)

  4.49

  4.13

  2.02

Distributions from net investment income

  (.17)

  (.15)

  (.05)

  (.02)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.17)

  (2.83)

  (1.28)

  (.24)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.43

$ 8.58

$ 20.10

$ 16.89

$ 13.00

Total Return A, B

  24.29%

  (50.11)%

  28.21%

  32.25%

  18.40%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.77%

  2.38%

  2.26%

  2.57%

  2.86%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.30%

Expenses net of all reductions

  2.21%

  2.21%

  2.21%

  2.15%

  2.19%

Net investment income (loss)

  .98%

  .90%

  .94%

  .41% F

  .20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,913

$ 4,522

$ 16,084

$ 9,173

$ 4,566

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 21.27

$ 17.72

$ 13.63

$ 11.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .30

  .38

  .23 E

  .16

Net realized and unrealized gain (loss)

  2.03

  (9.38)

  4.54

  4.25

  2.07

Total from investment operations

  2.21

  (9.08)

  4.92

  4.48

  2.23

Distributions from net investment income

  (.31)

  (.38)

  (.14)

  (.17)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.31)

  (3.06)

  (1.37)

  (.39)

  -

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.03

$ 9.13

$ 21.27

$ 17.72

$ 13.63

Total Return A

  25.57%

  (49.63)%

  29.57%

  33.68%

  19.56%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.68%

  1.27%

  1.19%

  1.46%

  1.73%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.19%

  1.25%

  1.31%

Expenses net of all reductions

  1.21%

  1.21%

  1.15%

  1.15%

  1.20%

Net investment income (loss)

  1.98%

  1.90%

  2.00%

  1.41% E

  1.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 434

$ 378

$ 1,738

$ 1,331

$ 566

Portfolio turnover rate D

  109%

  112%

  173%

  173%

  135%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .93%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Europe Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax position taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 3,208,643

Gross unrealized depreciation

(2,101,932)

Net unrealized appreciation (depreciation)

$ 1,106,711

 

 

Tax Cost

$ 25,159,433

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

Undistributed ordinary income

$ 271,133

Capital loss carryforward

$ (19,584,435)

Net unrealized appreciation (depreciation)

$ 1,089,068

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 713,757

$ 3,647,627

Long-term Capital Gains

-

7,491,915

Total

$ 713,757

$ 11,139,542

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $24,726,302 and $28,692,339, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 23,627

$ 626

Class T

.25%

.25%

35,314

236

Class B

.75%

.25%

23,001

17,330

Class C

.75%

.25%

37,103

2,631

 

 

 

$ 119,045

$ 20,823

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,189

Class T

1,569

Class B*

6,801

Class C*

45

 

$ 11,604

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 31,016

.33

Class T

25,018

.35

Class B

7,481

.33

Class C

12,030

.32

Institutional Class

938

.27

 

$ 76,483

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $131 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $122 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $15,570.

8. Expense Reductions.

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

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 47,298

Class T

1.75%

37,548

Class B

2.25%

12,000

Class C

2.25%

19,299

Institutional Class

1.25%

1,492

 

 

$ 117,637

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $8,191 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 340,910

$ 422,203

Class T

225,684

191,381

Class B

51,025

74,344

Class C

84,088

114,566

Institutional Class

12,050

40,467

Total

$ 713,757

$ 842,961

From net realized gain

 

 

Class A

$ -

$ 3,709,850

Class T

-

2,757,536

Class B

-

1,443,769

Class C

-

2,102,997

Institutional Class

-

282,429

Total

$ -

$ 10,296,581

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

177,631

333,539

$ 1,639,370

$ 5,175,019

Reinvestment of distributions

39,468

215,972

302,323

3,762,228

Shares redeemed

(354,257)

(802,475)

(3,023,659)

(11,977,580)

Net increase (decrease)

(137,158)

(252,964)

$ (1,081,966)

$ (3,040,333)

Class T

 

 

 

 

Shares sold

87,906

117,825

$ 796,657

$ 1,822,740

Reinvestment of distributions

28,519

164,143

218,168

2,846,246

Shares redeemed

(254,291)

(429,996)

(2,158,253)

(6,075,451)

Net increase (decrease)

(137,866)

(148,028)

$ (1,143,428)

$ (1,406,465)

Class B

 

 

 

 

Shares sold

34,740

61,747

$ 327,679

$ 969,843

Reinvestment of distributions

6,019

80,186

44,965

1,347,923

Shares redeemed

(129,030)

(371,964)

(1,025,502)

(5,340,611)

Net increase (decrease)

(88,271)

(230,031)

$ (652,858)

$ (3,022,845)

Class C

 

 

 

 

Shares sold

42,669

111,450

$ 369,138

$ 1,775,025

Reinvestment of distributions

9,756

110,014

72,489

1,841,634

Shares redeemed

(204,327)

(494,555)

(1,641,385)

(7,013,919)

Net increase (decrease)

(151,902)

(273,091)

$ (1,199,758)

$ (3,397,260)

Institutional Class

 

 

 

 

Shares sold

14,526

43,138

$ 135,955

$ 796,320

Reinvestment of distributions

886

11,953

6,899

211,086

Shares redeemed

(17,475)

(95,399)

(143,026)

(1,357,228)

Net increase (decrease)

(2,063)

(40,308)

$ (172)

$ (349,822)

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor Europe Capital Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Europe Capital Appreciation Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor Europe Capital Appreciation Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-
present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-
present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-
present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-
present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-
present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

Class A designates 100%; Class B designates 100%; Class C designates 100%; and Class T designates 100%; of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/2008

$0.2870

$0.0506

 

 

 

 

Class T

12/08/2008

$0.2530

$0.0506

 

 

 

 

Class B

12/08/2008

$0.1710

$0.0506

 

 

 

 

Class C

12/08/2008

$0.1760

$0.0506

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Europe Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Europe Capital Appreciation Fund

fid5016

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the third quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% 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.

Advisor Europe Capital Appreciation Fund

fid5018

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Annual Report

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

AEUR-UANN-1209
1.784739.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Europe Capital Appreciation

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

25.57%

5.55%

3.72%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Europe Capital Appreciation Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Europe Index performed over the same period.


fid5033

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Melissa Reilly, Portfolio Manager of Fidelity® Advisor Europe Capital Appreciation Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 25.27%, 24.99%, 24.34% and 24.29%, respectively (excluding sales charges), compared with the 27.89% gain of the MSCI Europe Index. The fund was hurt by stock selection within financials, specifically diversified financials and banks. Stock and market selection within industrials, combined with a slight overweighting and stock picking in energy, detracted as well. Stock selection in France, Switzerland and Sweden hurt the most. However, our positioning in consumer discretionary - particularly good security selection in automobiles/components and an overweighting in retailing - was helpful, as was stock picking in Ireland and Norway, and within our small stake in U.S. stocks. On an individual security basis, owning several banks - many at the wrong times - was harmful, including U.K.-based Barclays, UniCredit in Italy, Spain's Banco Santander and France's Société Générale. Not owning German chemical company BASF for much of the period hurt as well. Contributions to fund performance came from not owning German automaker and index component Volkswagen, a stake in Belgian brewer Anheuser-Busch InBev and positions in out-of-index U.K.-based retailer Signet Jewelers and Britian's credit information provider Experian.

Comments from Melissa Reilly, Portfolio Manager of Fidelity® Advisor Europe Capital Appreciation Fund: For the year, the fund's Institutional Class shares rose 25.57%, compared with the 27.89% gain of the MSCI Europe Index. The fund was hurt by stock selection within financials, specifically diversified financials and banks. Stock and market selection within industrials, combined with a slight overweighting and stock picking in energy, detracted as well. Stock selection in France, Switzerland and Sweden hurt the most. However, our positioning in consumer discretionary - particularly good security selection in automobiles/components and an overweighting in retailing - was helpful, as was stock picking in Ireland and Norway, and within our small stake in U.S. stocks. On an individual security basis, owning several banks - many at the wrong times - was harmful, including U.K.-based Barclays, UniCredit in Italy, Spain's Banco Santander and France's Société Générale. Not owning German chemical company BASF for much of the period hurt as well. Contributions to fund performance came from not owning German automaker and index component Volkswagen, a stake in Belgian brewer Anheuser-Busch InBev and positions in out-of-index U.K.-based retailer Signet Jewelers and Britain's credit information provider Experian.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,298.90

$ 8.69

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,297.20

$ 10.13

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,293.80

$ 13.01

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,294.00

$ 13.01

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,300.70

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.6

2.7

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

2.2

Telefonica SA sponsored ADR (Spain, Diversified Telecommunication Services)

2.5

2.4

Sanofi-Aventis (France, Pharmaceuticals)

2.4

1.6

Nestle SA (Reg.) (Switzerland, Food Products)

2.3

3.2

 

13.5

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.3

21.1

Consumer Discretionary

12.6

13.6

Energy

12.2

12.9

Consumer Staples

10.7

9.4

Industrials

9.8

9.0

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

29.2

33.4

France

16.0

13.3

Switzerland

9.2

12.0

Germany

9.2

11.7

Spain

5.6

4.9

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 98.9%

 

fid5036

Stocks 98.6%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.1%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.4%

 

fid5040

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 0.2%

Billabong International Ltd.

6,288

$ 58,162

Bailiwick of Jersey - 1.0%

Experian PLC

20,800

190,895

Shire PLC

4,290

75,897

TOTAL BAILIWICK OF JERSEY

266,792

Belgium - 2.7%

Anheuser-Busch InBev SA NV

5,609

264,167

Anheuser-Busch InBev SA NV (strip VVPR) (a)

6,080

45

Fortis (a)

30,600

132,927

Gimv NV

900

50,844

Umicore SA

8,000

244,277

TOTAL BELGIUM

692,260

Bermuda - 1.0%

Seadrill Ltd. (a)

6,000

125,321

Signet Jewelers Ltd. (United Kingdom)

5,400

136,975

TOTAL BERMUDA

262,296

Brazil - 0.8%

Banco Santander (Brasil) SA ADR (a)

9,800

116,228

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

2,100

84,252

TOTAL BRAZIL

200,480

Canada - 1.1%

Compton Petroleum Corp. (a)

22,200

22,552

Fairborne Energy Trust (a)

6,000

24,657

Iteration Energy Ltd. (a)

23,100

24,319

PetroBakken Energy Ltd. Class A

3,347

96,498

Petrobank Energy & Resources Ltd. (a)

2,300

100,551

TOTAL CANADA

268,577

China - 0.2%

Baidu.com, Inc. sponsored ADR (a)

100

37,792

Denmark - 1.9%

Carlsberg AS Series B

1,600

112,934

Danske Bank AS (a)

3,844

89,112

Novo Nordisk AS Series B

4,400

274,032

TOTAL DENMARK

476,078

Common Stocks - continued

Shares

Value

Finland - 0.9%

Metso Corp.

4,600

$ 128,952

Nokian Tyres PLC

4,474

95,727

TOTAL FINLAND

224,679

France - 16.0%

Accor SA

1,733

83,328

Air France KLM (Reg.) (a)

2,300

35,403

Atos Origin SA (a)

1,860

87,422

AXA SA

9,600

238,738

Bouygues SA

3,700

175,048

Cap Gemini SA

2,100

97,683

Danone

5,150

310,377

Electricite de France

2,400

134,205

Essilor International SA

2,252

126,426

Groupe Eurotunnel SA

5,000

49,554

Iliad Group SA

1,237

134,157

L'Oreal SA

2,300

235,803

Michelin CGDE Series B

1,357

100,943

PPR SA

1,600

175,079

Remy Cointreau SA

2,900

140,486

Sanofi-Aventis

8,238

603,822

Schneider Electric SA

2,809

293,526

Societe Generale Series A

3,623

241,940

Television Francaise 1 SA (c)

5,000

78,765

Total SA sponsored ADR

9,500

570,665

Unibail-Rodamco

578

128,391

Vallourec SA

540

85,582

TOTAL FRANCE

4,127,343

Germany - 8.7%

Aixtron AG

2,800

83,931

BASF AG

4,596

246,858

Bayerische Motoren Werke AG (BMW)

4,451

218,078

Daimler AG (Reg.)

2,091

100,849

Deutsche Boerse AG

2,600

210,891

Deutsche Post AG

9,559

161,695

Deutsche Postbank AG (a)

2,900

90,001

E.ON AG

4,351

167,047

HeidelbergCement AG

1,680

100,693

Linde AG

1,336

140,352

MAN SE

1,200

98,853

Metro AG

1,100

61,122

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

5,226

$ 236,581

Siemens AG (Reg.)

3,797

341,806

TOTAL GERMANY

2,258,757

Greece - 1.5%

Alpha Bank AE (a)

7,000

136,898

Hellenic Telecommunications Organization SA

4,591

77,693

National Bank of Greece SA (a)

4,600

171,191

TOTAL GREECE

385,782

Hong Kong - 0.5%

China Unicom (Hong Kong) Ltd. sponsored ADR

4,500

56,925

Esprit Holdings Ltd.

10,000

66,571

TOTAL HONG KONG

123,496

Ireland - 0.8%

CRH PLC

6,749

164,962

Ryanair Holdings PLC sponsored ADR (a)

1,800

49,086

TOTAL IRELAND

214,048

Italy - 2.5%

ENI SpA sponsored ADR

2,400

118,992

Fiat SpA (a)

14,300

213,799

Intesa Sanpaolo SpA

52,943

223,986

UniCredit SpA

29,323

98,814

TOTAL ITALY

655,591

Luxembourg - 0.3%

ArcelorMittal SA (Netherlands)

2,067

69,898

Netherlands - 4.3%

Akzo Nobel NV

3,000

177,822

ASML Holding NV (Netherlands)

5,100

137,525

Heineken NV (Bearer)

2,600

115,221

Koninklijke KPN NV

12,800

232,623

Koninklijke Philips Electronics NV

7,100

178,346

Unilever NV (Certificaten Van Aandelen) unit

8,500

262,734

TOTAL NETHERLANDS

1,104,271

Netherlands Antilles - 0.4%

Schlumberger Ltd.

1,600

99,520

Norway - 1.3%

DnB NOR ASA (a)(c)

14,200

163,548

Common Stocks - continued

Shares

Value

Norway - continued

Pronova BioPharma ASA (a)

9,400

$ 29,221

Telenor ASA (a)

11,800

152,804

TOTAL NORWAY

345,573

Papua New Guinea - 0.4%

Lihir Gold Ltd.

34,725

94,947

South Africa - 0.4%

Impala Platinum Holdings Ltd.

4,200

93,704

Spain - 5.6%

Banco Bilbao Vizcaya Argentaria SA

8,716

155,788

Banco Santander SA

23,104

371,771

Grupo Ferrovial SA

1,800

74,855

Inditex SA

3,203

188,535

Telefonica SA sponsored ADR

7,800

654,654

TOTAL SPAIN

1,445,603

Sweden - 2.8%

H&M Hennes & Mauritz AB (B Shares)

3,949

224,296

Modern Times Group MTG AB (B Shares)

2,800

121,424

Sandvik AB

9,900

109,352

Skandinaviska Enskilda Banken AB (A Shares) (a)

17,400

105,389

Swedbank AB (A Shares)

11,405

98,243

Telefonaktiebolaget LM Ericsson (B Shares)

7,000

73,130

TOTAL SWEDEN

731,834

Switzerland - 9.2%

Actelion Ltd. (Reg.) (a)

2,378

131,287

Credit Suisse Group (Reg.)

5,907

315,710

Nestle SA (Reg.)

12,598

587,113

Nobel Biocare Holding AG (Switzerland)

3,860

109,845

Roche Holding AG (participation certificate)

3,201

513,795

Schindler Holding AG (participation certificate)

1,665

114,072

Sonova Holding AG

1,314

135,485

Swiss Reinsurance Co. (Reg.)

3,223

131,986

Transocean Ltd. (a)

800

67,128

UBS AG (For. Reg.) (a)

16,414

273,646

TOTAL SWITZERLAND

2,380,067

Turkey - 0.1%

Turkiye Is Bankasi AS Series C

7,000

26,771

United Kingdom - 29.2%

Anglo American PLC (United Kingdom) (a)

8,500

309,110

Common Stocks - continued

Shares

Value

United Kingdom - continued

Barclays PLC

63,386

$ 332,322

Barratt Developments PLC (a)

17,700

39,260

Bellway PLC

4,000

48,006

BG Group PLC

20,626

357,263

Bovis Homes Group PLC

8,100

54,777

BP PLC

32,700

306,510

BP PLC sponsored ADR

4,100

232,142

British Airways PLC (a)(c)

7,100

21,192

British Land Co. PLC

12,549

97,287

British Sky Broadcasting Group PLC

11,000

96,259

BT Group PLC

71,300

152,844

Burberry Group PLC

9,000

79,644

Cairn Energy PLC (a)

2,800

121,454

Carphone Warehouse Group PLC

31,800

96,117

Centrica PLC

49,241

200,735

Debenhams PLC

33,160

42,410

easyJet PLC (a)

4,200

24,831

HSBC Holdings PLC sponsored ADR (c)

16,836

932,542

InterContinental Hotel Group PLC

9,000

115,993

ITV PLC

189,500

133,004

Kesa Electricals PLC

51,900

113,243

Man Group PLC

24,144

122,883

Misys PLC

33,100

112,546

Mothercare PLC

10,500

99,296

Reckitt Benckiser Group PLC

5,004

249,342

Redrow PLC (a)

24,100

55,790

Rio Tinto PLC (Reg.)

7,369

325,891

Royal Dutch Shell PLC Class A (United Kingdom)

23,617

700,653

Segro PLC

21,420

124,141

Serco Group PLC

12,869

106,804

Standard Chartered PLC (United Kingdom)

16,269

400,790

Taylor Wimpey PLC (a)

134,934

82,012

Tesco PLC

41,151

275,213

The Game Group PLC

23,600

57,422

Tomkins PLC

35,200

97,147

Vodafone Group PLC

89,911

198,215

Vodafone Group PLC sponsored ADR

9,450

209,696

Wm Morrison Supermarkets PLC

26,431

121,504

Wolseley PLC (a)

7,466

151,750

Xstrata PLC

7,913

114,651

TOTAL UNITED KINGDOM

7,512,691

Common Stocks - continued

Shares

Value

United States of America - 3.9%

Agilent Technologies, Inc.

2,800

$ 69,272

Allergan, Inc.

900

50,625

Autoliv, Inc.

1,400

47,012

CME Group, Inc.

350

105,914

ENSCO International, Inc.

1,300

59,527

Express Scripts, Inc. (a)

1,300

103,896

Morgan Stanley

3,100

99,572

Oshkosh Co.

1,800

56,268

Pfizer, Inc.

9,700

165,191

Pride International, Inc. (a)

1,800

53,208

Virgin Media, Inc.

8,200

114,554

Wells Fargo & Co.

2,900

79,808

TOTAL UNITED STATES OF AMERICA

1,004,847

TOTAL COMMON STOCKS

(Cost $23,767,496)

25,161,859

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 0.5%

ProSiebenSat.1 Media AG

11,100

115,810

Italy - 0.7%

Fondiaria-Sai SpA (Risparmio Shares)

7,700

94,727

Telecom Italia SpA (Risparmio Shares)

77,100

85,149

TOTAL ITALY

179,876

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $298,274)

295,686

Money Market Funds - 3.1%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

565,779

$ 565,779

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

242,820

242,820

TOTAL MONEY MARKET FUNDS

(Cost $808,599)

808,599

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $24,874,369)

26,266,144

NET OTHER ASSETS - (2.0)%

(511,331)

NET ASSETS - 100%

$ 25,754,813

Legend

(a) Non-income producing

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

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

(d) 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 3,185

Fidelity Securities Lending Cash Central Fund

15,570

Total

$ 18,755

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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

$ 7,512,691

$ 6,196,909

$ 1,315,782

$ -

France

4,127,343

3,284,783

842,560

-

Switzerland

2,380,067

1,790,711

589,356

-

Germany

2,374,567

1,695,331

679,236

-

Spain

1,445,603

918,044

527,559

-

Netherlands

1,104,271

788,400

315,871

-

United States of America

1,004,847

1,004,847

-

-

Italy

835,467

835,467

-

-

Sweden

731,834

-

731,834

-

Other

3,940,855

3,645,278

295,577

-

Money Market Funds

808,599

808,599

-

-

Total Investments in Securities:

$ 26,266,144

$ 20,968,369

$ 5,297,775

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $19,584,435 of which $11,539,810 and $8,044,625 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $223,327) - See accompanying schedule:

Unaffiliated issuers (cost $24,065,770)

$ 25,457,545

 

Fidelity Central Funds (cost $808,599)

808,599

 

Total Investments (cost $24,874,369)

 

$ 26,266,144

Receivable for investments sold

308,297

Receivable for fund shares sold

26,147

Dividends receivable

50,978

Distributions receivable from Fidelity Central Funds

264

Prepaid expenses

154

Receivable from investment adviser for expense reductions

9,863

Other receivables

4,523

Total assets

26,666,370

 

 

 

Liabilities

Payable for investments purchased

$ 552,537

Payable for fund shares redeemed

11,160

Accrued management fee

15,795

Distribution fees payable

11,400

Other affiliated payables

8,600

Other payables and accrued expenses

69,245

Collateral on securities loaned, at value

242,820

Total liabilities

911,557

 

 

 

Net Assets

$ 25,754,813

Net Assets consist of:

 

Paid in capital

$ 43,979,047

Undistributed net investment income

271,133

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

(19,869,499)

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

1,374,132

Net Assets

$ 25,754,813

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($10,904,159 ÷ 1,007,762 shares)

$ 10.82

 

 

 

Maximum offering price per share (100/94.25 of $10.82)

$ 11.48

Class T:
Net Asset Value
and redemption price per share ($8,013,843 ÷ 743,574 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/96.50 of $10.78)

$ 11.17

Class B:
Net Asset Value
and offering price per share ($2,489,681 ÷ 237,664 shares)A

$ 10.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,913,292 ÷ 375,358 shares)A

$ 10.43

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($433,838 ÷ 39,344 shares)

$ 11.03

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 789,788

Interest

 

6

Income from Fidelity Central Funds

 

18,755

 

 

808,549

Less foreign taxes withheld

 

(76,782)

Total income

 

731,767

 

 

 

Expenses

Management fee

$ 163,371

Transfer agent fees

76,483

Distribution fees

119,045

Accounting and security lending fees

12,018

Custodian fees and expenses

49,291

Independent trustees' compensation

169

Registration fees

53,393

Audit

48,344

Legal

150

Miscellaneous

522

Total expenses before reductions

522,786

Expense reductions

(125,828)

396,958

Net investment income (loss)

334,809

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(7,981,145)

Foreign currency transactions

(695)

Total net realized gain (loss)

 

(7,981,840)

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,326,573

Assets and liabilities in foreign currencies

8,491

Total change in net unrealized appreciation (depreciation)

 

12,335,064

Net gain (loss)

4,353,224

Net increase (decrease) in net assets resulting from operations

$ 4,688,033

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 334,809

$ 753,526

Net realized gain (loss)

(7,981,840)

(11,836,246)

Change in net unrealized appreciation (depreciation)

12,335,064

(20,362,765)

Net increase (decrease) in net assets resulting
from operations

4,688,033

(31,445,485)

Distributions to shareholders from net investment income

(713,757)

(842,961)

Distributions to shareholders from net realized gain

-

(10,296,581)

Total distributions

(713,757)

(11,139,542)

Share transactions - net increase (decrease)

(4,078,182)

(11,216,725)

Redemption fees

558

1,666

Total increase (decrease) in net assets

(103,348)

(53,800,086)

 

 

 

Net Assets

Beginning of period

25,858,161

79,658,247

End of period (including undistributed net investment income of $271,133 and undistributed net investment income of $650,599, respectively)

$ 25,754,813

$ 25,858,161

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.98

$ 20.94

$ 17.49

$ 13.47

$ 11.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

  .25

  .32

  .19 F

  .12

Net realized and unrealized gain (loss)

  1.99

  (9.22)

  4.48

  4.18

  2.05

Total from investment operations

  2.14

  (8.97)

  4.80

  4.37

  2.17

Distributions from net investment income

  (.30)

  (.31)

  (.12)

  (.13)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.30)

  (2.99)

  (1.35)

  (.35)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.82

$ 8.98

$ 20.94

$ 17.49

$ 13.47

Total Return A, B

  25.27%

  (49.77)%

  29.16%

  33.17%

  19.20%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.00%

  1.63%

  1.53%

  1.81%

  2.16%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.55%

Expenses net of all reductions

  1.46%

  1.46%

  1.46%

  1.40%

  1.44%

Net investment income (loss)

  1.73%

  1.65%

  1.69%

  1.16% F

  .95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,904

$ 10,286

$ 29,273

$ 18,972

$ 4,544

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .68%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.92

$ 20.75

$ 17.35

$ 13.34

$ 11.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .21

  .27

  .14 F

  .09

Net realized and unrealized gain (loss)

  1.99

  (9.17)

  4.44

  4.17

  2.04

Total from investment operations

  2.12

  (8.96)

  4.71

  4.31

  2.13

Distributions from net investment income

  (.26)

  (.19)

  (.08)

  (.08)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.26)

  (2.87)

  (1.31)

  (.30)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.92

$ 20.75

$ 17.35

$ 13.34

Total Return A, B

  24.99%

  (49.91)%

  28.86%

  32.95%

  19.00%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.28%

  1.88%

  1.80%

  2.07%

  2.45%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.71%

  1.71%

  1.71%

  1.65%

  1.70%

Net investment income (loss)

  1.48%

  1.40%

  1.44%

  .91% F

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,014

$ 7,866

$ 21,357

$ 24,643

$ 8,893

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .43%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 20.16

$ 16.91

$ 12.98

$ 10.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .13

  .17

  .06 F

  .02

Net realized and unrealized gain (loss)

  1.95

  (8.86)

  4.34

  4.10

  1.99

Total from investment operations

  2.03

  (8.73)

  4.51

  4.16

  2.01

Distributions from net investment income

  (.16)

  (.14)

  (.03)

  (.01)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.16)

  (2.82)

  (1.26)

  (.23)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.48

$ 8.61

$ 20.16

$ 16.91

$ 12.98

Total Return A, B

  24.34%

  (50.13)%

  28.29%

  32.49%

  18.32%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.77%

  2.39%

  2.31%

  2.69%

  2.94%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.32%

Expenses net of all reductions

  2.21%

  2.21%

  2.21%

  2.15%

  2.20%

Net investment income (loss)

  .98%

  .90%

  .94%

  .41% F

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,490

$ 2,806

$ 11,206

$ 8,529

$ 6,415

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.58

$ 20.10

$ 16.89

$ 13.00

$ 10.98

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .13

  .17

  .06 F

  .03

Net realized and unrealized gain (loss)

  1.94

  (8.82)

  4.32

  4.07

  1.99

Total from investment operations

  2.02

  (8.69)

  4.49

  4.13

  2.02

Distributions from net investment income

  (.17)

  (.15)

  (.05)

  (.02)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.17)

  (2.83)

  (1.28)

  (.24)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.43

$ 8.58

$ 20.10

$ 16.89

$ 13.00

Total Return A, B

  24.29%

  (50.11)%

  28.21%

  32.25%

  18.40%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.77%

  2.38%

  2.26%

  2.57%

  2.86%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.30%

Expenses net of all reductions

  2.21%

  2.21%

  2.21%

  2.15%

  2.19%

Net investment income (loss)

  .98%

  .90%

  .94%

  .41% F

  .20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,913

$ 4,522

$ 16,084

$ 9,173

$ 4,566

Portfolio turnover rate E

  109%

  112%

  173%

  173%

  135%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 21.27

$ 17.72

$ 13.63

$ 11.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .30

  .38

  .23 E

  .16

Net realized and unrealized gain (loss)

  2.03

  (9.38)

  4.54

  4.25

  2.07

Total from investment operations

  2.21

  (9.08)

  4.92

  4.48

  2.23

Distributions from net investment income

  (.31)

  (.38)

  (.14)

  (.17)

  -

Distributions from net realized gain

  -

  (2.68)

  (1.23)

  (.22)

  -

Total distributions

  (.31)

  (3.06)

  (1.37)

  (.39)

  -

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.03

$ 9.13

$ 21.27

$ 17.72

$ 13.63

Total Return A

  25.57%

  (49.63)%

  29.57%

  33.68%

  19.56%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.68%

  1.27%

  1.19%

  1.46%

  1.73%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.19%

  1.25%

  1.31%

Expenses net of all reductions

  1.21%

  1.21%

  1.15%

  1.15%

  1.20%

Net investment income (loss)

  1.98%

  1.90%

  2.00%

  1.41% E

  1.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 434

$ 378

$ 1,738

$ 1,331

$ 566

Portfolio turnover rate D

  109%

  112%

  173%

  173%

  135%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.08 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .93%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Europe Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 14, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax position taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 3,208,643

Gross unrealized depreciation

(2,101,932)

Net unrealized appreciation (depreciation)

$ 1,106,711

 

 

Tax Cost

$ 25,159,433

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

Undistributed ordinary income

$ 271,133

Capital loss carryforward

$ (19,584,435)

Net unrealized appreciation (depreciation)

$ 1,089,068

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 713,757

$ 3,647,627

Long-term Capital Gains

-

7,491,915

Total

$ 713,757

$ 11,139,542

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $24,726,302 and $28,692,339, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 23,627

$ 626

Class T

.25%

.25%

35,314

236

Class B

.75%

.25%

23,001

17,330

Class C

.75%

.25%

37,103

2,631

 

 

 

$ 119,045

$ 20,823

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,189

Class T

1,569

Class B*

6,801

Class C*

45

 

$ 11,604

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 31,016

.33

Class T

25,018

.35

Class B

7,481

.33

Class C

12,030

.32

Institutional Class

938

.27

 

$ 76,483

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $131 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $122 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $15,570.

8. Expense Reductions.

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

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 47,298

Class T

1.75%

37,548

Class B

2.25%

12,000

Class C

2.25%

19,299

Institutional Class

1.25%

1,492

 

 

$ 117,637

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $8,191 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 340,910

$ 422,203

Class T

225,684

191,381

Class B

51,025

74,344

Class C

84,088

114,566

Institutional Class

12,050

40,467

Total

$ 713,757

$ 842,961

From net realized gain

 

 

Class A

$ -

$ 3,709,850

Class T

-

2,757,536

Class B

-

1,443,769

Class C

-

2,102,997

Institutional Class

-

282,429

Total

$ -

$ 10,296,581

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

177,631

333,539

$ 1,639,370

$ 5,175,019

Reinvestment of distributions

39,468

215,972

302,323

3,762,228

Shares redeemed

(354,257)

(802,475)

(3,023,659)

(11,977,580)

Net increase (decrease)

(137,158)

(252,964)

$ (1,081,966)

$ (3,040,333)

Class T

 

 

 

 

Shares sold

87,906

117,825

$ 796,657

$ 1,822,740

Reinvestment of distributions

28,519

164,143

218,168

2,846,246

Shares redeemed

(254,291)

(429,996)

(2,158,253)

(6,075,451)

Net increase (decrease)

(137,866)

(148,028)

$ (1,143,428)

$ (1,406,465)

Class B

 

 

 

 

Shares sold

34,740

61,747

$ 327,679

$ 969,843

Reinvestment of distributions

6,019

80,186

44,965

1,347,923

Shares redeemed

(129,030)

(371,964)

(1,025,502)

(5,340,611)

Net increase (decrease)

(88,271)

(230,031)

$ (652,858)

$ (3,022,845)

Class C

 

 

 

 

Shares sold

42,669

111,450

$ 369,138

$ 1,775,025

Reinvestment of distributions

9,756

110,014

72,489

1,841,634

Shares redeemed

(204,327)

(494,555)

(1,641,385)

(7,013,919)

Net increase (decrease)

(151,902)

(273,091)

$ (1,199,758)

$ (3,397,260)

Institutional Class

 

 

 

 

Shares sold

14,526

43,138

$ 135,955

$ 796,320

Reinvestment of distributions

886

11,953

6,899

211,086

Shares redeemed

(17,475)

(95,399)

(143,026)

(1,357,228)

Net increase (decrease)

(2,063)

(40,308)

$ (172)

$ (349,822)

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor Europe Capital Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Europe Capital Appreciation Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor Europe Capital Appreciation Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-
present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-
present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-
present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-
present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-
present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

Institutional Class designates 100% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/08/08

$0.2900

$0.0506

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Europe Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Europe Capital Appreciation Fund

fid5016

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the third quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% 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.

Advisor Europe Capital Appreciation Fund

fid5018

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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 any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

AEURI-UANN-1209
1.784740.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Global Capital Appreciation

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

24.11%

-0.88%

-0.16%

Class T (incl. 3.50% sales charge)

26.89%

-0.63%

-0.17%

Class B (incl. contingent deferred sales charge)A

25.62%

-0.74%

-0.10%

Class C (incl. contingent deferred sales charge)B

29.62%

-0.44%

-0.31%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Global Capital Appreciation Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI (All Country World Index) Index performed over the same period.


fid5057

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Sammy Simnegar and Victor Thay, Co-Portfolio Managers of Fidelity® Advisor Global Capital Appreciation Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 31.68%, 31.50%, 30.62% and 30.62%, respectively (excluding sales charges), versus 23.15% for the MSCI All Country World Index. Both of the fund's subportfolios handily beat their respective benchmarks. In the international "sub," stock selection in materials, financials, health care and energy helped. Only industrials detracted modestly. An out-of-index position in investment bank Morgan Stanley contributed amid easing concerns about its balance sheet. Also bolstering results were U.K.-based metals and minerals producer Rio Tinto and Belgian brewer Anheuser-Busch InBev. Conversely, an out-of-index position in commercial bank Citigroup detracted, as did Japanese finance company ORIX. In the U.S. subportfolio, stock picking in consumer discretionary, energy, health care and materials aided results, paced by online travel retailer Expedia and broad-based online retailer Amazon.com. Gold miner Goldcorp also bolstered performance and was the fund's top relative contributor overall. Detractors included bank Wells Fargo and railroad Norfolk Southern. Some stocks mentioned were sold by period end.

Comments from Sammy Simnegar and Victor Thay, Co-Portfolio Managers of Fidelity® Advisor Global Capital Appreciation Fund: During the past year, the fund's Institutional Class shares returned 32.03%, versus 23.15% for the MSCI All Country World Index. Both of the fund's subportfolios handily beat their respective benchmarks. In the international "sub," stock selection in materials, financials, health care and energy helped. Only industrials detracted modestly. An out-of-index position in investment bank Morgan Stanley contributed amid easing concerns about its balance sheet. Also bolstering results were U.K.-based metals and minerals producer Rio Tinto and Belgian brewer Anheuser-Busch InBev. Conversely, an out-of-index position in commercial bank Citigroup detracted, as did Japanese finance company ORIX. In the U.S. subportfolio, stock picking in consumer discretionary, energy, health care and materials aided results, paced by online travel retailer Expedia and broad-based online retailer Amazon.com. Gold miner Goldcorp also bolstered performance and was the fund's top relative contributor overall. Detractors included bank Wells Fargo and railroad Norfolk Southern. Some stocks mentioned were sold by period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,278.60

$ 8.61

Hypothetical A

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,278.30

$ 10.05

Hypothetical A

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.50

$ 12.90

Hypothetical A

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.50

$ 12.90

Hypothetical A

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.60

$ 7.19

Hypothetical A

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (United States of America, Internet Software & Services)

1.7

1.9

Southwestern Energy Co. (United States of America, Oil, Gas & Consumable Fuels)

1.7

2.0

JPMorgan Chase & Co. (United States of America, Diversified Financial Services)

1.6

1.5

Teva Pharmaceutical Industries Ltd. sponsored ADR (Israel, Pharmaceuticals)

1.6

1.7

Amazon.com, Inc. (United States of America, Internet & Catalog Retail)

1.6

1.2

 

8.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

19.0

Information Technology

14.6

13.1

Energy

12.4

12.0

Industrials

11.6

11.7

Consumer Discretionary

9.5

11.0

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

39.9

44.1

United Kingdom

8.7

7.7

Japan

7.3

8.3

Canada

4.5

4.2

France

4.4

5.4

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 97.8%

 

fid4858

Stocks 95.1%

 

fid5061

Bonds 1.1%

 

fid5061

Bonds 1.9%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.1%

 

fid4861

Short-Term
Investments and
Net Other Assets 3.0%

 

fid5066

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.5%

Shares

Value

Australia - 2.1%

Karoon Gas Australia Ltd. (a)

5,469

$ 37,027

MacArthur Coal Ltd.

7,867

58,909

Origin Energy Ltd.

5,524

79,182

OZ Minerals Ltd. (a)

65,148

68,101

Paladin Energy Ltd. (a)

17,256

62,410

Westfield Group unit

8,568

92,795

Woolworths Ltd.

4,093

104,729

TOTAL AUSTRALIA

503,153

Bailiwick of Guernsey - 0.3%

Raven Russia Ltd.

100,300

71,633

Belgium - 1.0%

Anheuser-Busch InBev SA NV

2,696

126,973

Fortis (a)

27,425

119,135

TOTAL BELGIUM

246,108

Bermuda - 1.0%

Dufry South America Ltd. unit

3,596

62,479

Huabao International Holdings Ltd.

76,000

72,495

Northern Offshore Ltd. (a)

60,000

94,305

Scorpion Offshore Ltd. (a)

6,000

24,100

TOTAL BERMUDA

253,379

Brazil - 1.6%

Banco Santander (Brasil) SA ADR (a)

7,800

92,508

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

4,500

71,055

PDG Realty S.A. Empreendimentos e Participacoes

8,600

71,781

Vivo Participacoes SA sponsored ADR

3,600

87,300

Votorantim Celulose e Papel SA sponsored ADR (a)

5,513

75,749

TOTAL BRAZIL

398,393

Canada - 4.5%

Agnico-Eagle Mines Ltd. (Canada)

3,400

180,856

Canadian Imperial Bank of Commerce

1,700

97,336

Consolidated Thompson Iron Mines Ltd. (a)

18,100

83,576

Eastern Platinum Ltd. (a)

54,700

36,371

First Quantum Minerals Ltd.

1,200

82,028

First Uranium Corp. (a)

62,900

156,836

Grande Cache Coal Corp. (a)

21,200

73,026

Niko Resources Ltd.

900

72,808

OPTI Canada, Inc. (a)(c)

40,500

71,062

Common Stocks - continued

Shares

Value

Canada - continued

Research In Motion Ltd. (a)

1,800

$ 105,714

Suncor Energy, Inc.

3,700

122,735

TOTAL CANADA

1,082,348

Cayman Islands - 1.3%

China High Speed Transmission Equipment Group Co. Ltd.

14,000

28,078

Himax Technologies, Inc. sponsored ADR (c)

26,300

69,432

JA Solar Holdings Co. Ltd. ADR (a)

20,521

78,595

Peak Sport Products Co. Ltd.

170,000

72,716

Trina Solar Ltd. ADR (a)(c)

1,900

61,712

TOTAL CAYMAN ISLANDS

310,533

China - 0.8%

China Construction Bank Corp. (H Shares)

137,000

118,115

NetEase.com, Inc. sponsored ADR (a)

1,909

73,726

TOTAL CHINA

191,841

Cyprus - 0.3%

Mirland Development Corp. PLC (a)(d)

24,400

66,199

Czech Republic - 0.3%

Ceske Energeticke Zavody AS

1,500

74,779

Denmark - 1.1%

Carlsberg AS Series B

1,100

77,642

Novo Nordisk AS Series B

1,509

93,981

Vestas Wind Systems AS (a)

1,223

86,687

TOTAL DENMARK

258,310

Egypt - 0.3%

Orascom Telecom Holding SAE unit

2,000

68,200

France - 4.4%

Atos Origin SA (a)

1,540

72,382

AXA SA sponsored ADR

4,700

116,560

BNP Paribas SA

2,214

167,625

Credit Agricole SA

5,200

100,280

Iliad Group SA

666

72,230

Nexity

1,800

67,226

Renault SA (a)

1,700

76,550

Saft Groupe SA

1,347

70,100

Sanofi-Aventis sponsored ADR

4,800

177,216

Societe Generale Series A

2,107

140,703

TOTAL FRANCE

1,060,872

Common Stocks - continued

Shares

Value

Germany - 1.3%

Aixtron AG

5,000

$ 149,877

HeidelbergCement AG

1,374

82,352

Metro AG

1,300

72,235

TOTAL GERMANY

304,464

Greece - 0.3%

Hellenic Telecommunications Organization SA

4,211

71,262

Hong Kong - 0.6%

China Resources Power Holdings Co. Ltd.

34,000

70,438

China Unicom (Hong Kong) Ltd. sponsored ADR

6,300

79,695

TOTAL HONG KONG

150,133

India - 2.2%

Bank of Baroda

6,727

72,689

BGR Energy Systems Ltd.

6,933

68,668

ICSA (India) Ltd.

26,873

101,672

Indiabulls Real Estate Ltd. (a)

13,720

71,831

MIC Electronics Ltd.

82,640

64,356

Reliance Industries Ltd.

2,458

99,530

Sintex Industries Ltd.

13,243

58,254

TOTAL INDIA

537,000

Ireland - 1.7%

Cooper Industries PLC Class A

6,400

247,616

Covidien PLC

1,600

67,392

Ingersoll-Rand Co. Ltd.

3,400

107,406

TOTAL IRELAND

422,414

Israel - 1.9%

Bezeq Israeli Telecommunication Corp. Ltd.

32,400

72,494

Teva Pharmaceutical Industries Ltd. sponsored ADR

7,652

386,273

TOTAL ISRAEL

458,767

Italy - 0.5%

Intesa Sanpaolo SpA

30,825

130,412

Japan - 7.3%

eAccess Ltd.

111

77,856

Elpida Memory, Inc. (a)

5,200

67,942

Hitachi Ltd.

26,000

83,955

Itochu Corp.

13,000

82,175

Japan Tobacco, Inc.

33

92,587

JTEKT Corp.

6,500

68,669

Common Stocks - continued

Shares

Value

Japan - continued

Kyocera Corp.

1,100

$ 92,278

Mazda Motor Corp.

33,000

74,481

Mitsubishi Corp.

4,800

101,767

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

34,500

183,195

Mitsubishi UFJ Lease & Finance Co. Ltd.

2,340

69,703

Mitsui & Co. Ltd.

7,300

95,876

ORIX Corp.

1,960

126,613

Sapporo Breweries Ltd.

16,000

83,547

Softbank Corp.

4,000

94,261

Sony Corp. sponsored ADR

3,500

102,865

Sumco Corp.

3,600

68,704

Sumitomo Mitsui Financial Group, Inc.

3,300

112,174

Toshiba Corp.

16,000

91,451

TOTAL JAPAN

1,770,099

Korea (South) - 1.7%

DigiTech Systems Co., Ltd. (a)

1,397

28,986

Hanjin Heavy Industries & Consolidated Co. Ltd.

5,978

106,424

Hyundai Mipo Dockyard Co. Ltd.

1,242

101,946

LG Corp.

1,339

75,581

Lumens Co. Ltd. (a)

17,954

99,723

TOTAL KOREA (SOUTH)

412,660

Luxembourg - 0.3%

Millicom International Cellular SA (a)

1,200

75,192

Netherlands - 0.8%

Gemalto NV (a)

1,847

77,964

ING Groep NV sponsored ADR (a)

8,600

110,940

TOTAL NETHERLANDS

188,904

Netherlands Antilles - 0.7%

Schlumberger Ltd.

2,600

161,720

Norway - 0.6%

DnB NOR ASA (a)

6,800

78,319

Sevan Marine ASA (a)

49,000

79,497

TOTAL NORWAY

157,816

Qatar - 0.4%

Commercial Bank of Qatar GDR (Reg. S)

24,003

94,922

Russia - 2.2%

LSR Group OJSC GDR (Reg. S) (a)

10,100

75,649

Mechel Steel Group OAO sponsored ADR

4,600

78,936

Common Stocks - continued

Shares

Value

Russia - continued

OAO Gazprom sponsored ADR

5,926

$ 140,031

OAO NOVATEK GDR

1,500

75,750

OGK-2 JSC GDR (Reg. S) (a)

21,600

72,598

RusHydro JSC sponsored ADR (a)

23,709

84,404

TOTAL RUSSIA

527,368

South Africa - 1.7%

African Bank Investments Ltd.

18,500

72,934

MTN Group Ltd.

6,300

94,752

Murray & Roberts Holdings Ltd.

10,300

74,331

Naspers Ltd. Class N

2,400

87,380

Raubex Group Ltd.

25,700

80,595

TOTAL SOUTH AFRICA

409,992

Spain - 2.7%

Banco Santander SA

12,886

207,351

EDP Renovaveis SA (a)

7,864

78,460

Grupo Acciona SA

642

78,507

NH Hoteles SA (a)

17,229

90,385

Telefonica SA

7,108

198,488

TOTAL SPAIN

653,191

Sweden - 0.6%

EnergyO Solutions AB (a)

30,100

146,854

Switzerland - 2.4%

ACE Ltd.

4,000

205,440

Actelion Ltd. (Reg.) (a)

1,960

108,210

Swiss Reinsurance Co. (Reg.)

2,225

91,116

UBS AG (NY Shares) (a)

10,500

174,195

TOTAL SWITZERLAND

578,961

Taiwan - 0.9%

Prime View International Co. Ltd.

45,000

73,049

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

15,074

143,806

TOTAL TAIWAN

216,855

Ukraine - 0.2%

Ukrnafta Open JSC sponsored ADR (a)(d)

300

40,173

United Kingdom - 8.7%

Anglo American PLC (United Kingdom) (a)

3,600

130,917

Barclays PLC Sponsored ADR

8,400

175,560

BG Group PLC

8,546

148,025

Common Stocks - continued

Shares

Value

United Kingdom - continued

BT Group PLC

43,500

$ 93,250

Cairn Energy PLC (a)

1,648

71,484

Carphone Warehouse Group PLC

22,446

67,844

Centrica PLC

25,626

104,467

Debenhams PLC

53,930

68,974

HSBC Holdings PLC sponsored ADR

5,200

288,028

Imperial Tobacco Group PLC

3,490

103,138

Lloyds TSB Group PLC

68,500

97,877

Royal Dutch Shell PLC Class B

8,992

258,943

SABMiller PLC

3,600

94,745

Taylor Wimpey PLC (a)

120,700

73,361

Tesco PLC

21,936

146,705

Vedanta Resources PLC

2,200

75,598

Xstrata PLC

6,900

99,973

TOTAL UNITED KINGDOM

2,098,889

United States of America - 38.8%

Activision Blizzard, Inc. (a)

11,600

125,628

Air Products & Chemicals, Inc.

1,500

115,695

Amazon.com, Inc. (a)

3,200

380,192

Apple, Inc. (a)

1,400

263,900

Applied Materials, Inc.

12,300

150,060

Bank of America Corp.

11,800

172,044

Berkshire Hathaway, Inc. Class B (a)

52

170,716

C. R. Bard, Inc.

2,300

172,661

Charles Schwab Corp.

5,900

102,306

CME Group, Inc.

900

272,349

CSX Corp.

5,900

248,862

Cummins, Inc.

4,600

198,076

Danaher Corp.

2,800

191,044

Deere & Co.

2,500

113,875

DISH Network Corp. Class A (a)

6,100

106,140

Ener1, Inc. (a)

16,180

80,738

ev3, Inc. (a)

7,800

91,884

Expedia, Inc. (a)

10,550

239,169

Google, Inc. Class A (a)

780

418,173

Henry Schein, Inc. (a)

2,000

105,660

Hewlett-Packard Co.

4,700

223,062

Humana, Inc. (a)

3,500

131,530

Illumina, Inc. (a)

2,300

73,830

Johnson & Johnson

4,900

289,345

JPMorgan Chase & Co.

9,300

388,461

Common Stocks - continued

Shares

Value

United States of America - continued

Juniper Networks, Inc. (a)

10,000

$ 255,100

Landstar System, Inc.

7,100

250,204

Lockheed Martin Corp.

1,400

96,306

Masco Corp.

11,300

132,775

Medco Health Solutions, Inc. (a)

2,000

112,240

Morgan Stanley

8,200

263,384

National Oilwell Varco, Inc. (a)

3,600

147,564

Netflix, Inc. (a)

600

32,070

Noble Energy, Inc.

5,430

356,371

OpenTable, Inc.

4,500

110,970

Optimer Pharmaceuticals, Inc. (a)

6,700

77,452

Pfizer, Inc.

5,700

97,071

Philip Morris International, Inc.

8,000

378,880

PNC Financial Services Group, Inc.

1,600

78,304

Polo Ralph Lauren Corp. Class A

2,200

163,724

QUALCOMM, Inc.

6,100

252,601

Quicksilver Gas Services LP

6,400

116,480

Rubicon Technology, Inc. (a)

5,500

83,160

Southwestern Energy Co. (a)

9,350

407,473

The Coca-Cola Co.

5,100

271,881

The DIRECTV Group, Inc. (a)

4,000

105,200

The Walt Disney Co.

8,300

227,171

Torchmark Corp.

2,600

105,560

U.S. Bancorp, Delaware

3,200

74,304

Veeco Instruments, Inc. (a)

4,000

97,400

Virgin Media, Inc.

4,800

67,056

Wells Fargo & Co.

3,300

90,816

Weyerhaeuser Co.

2,800

101,752

TOTAL UNITED STATES OF AMERICA

9,378,669

TOTAL COMMON STOCKS

(Cost $21,900,102)

23,572,465

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

Italy - 0.3%

Fiat SpA (Risparmio Shares)
(Cost $44,735)

7,700

73,651

Convertible Bonds - 1.1%

 

Principal Amount

Value

United States of America - 1.1%

Chesapeake Energy Corp. 2.5% 5/15/37

$ 250,000

$ 215,850

Cogent Communications Group, Inc. 1% 6/15/27

80,000

52,600

TOTAL CONVERTIBLE BONDS

(Cost $178,899)

268,450

Money Market Funds - 2.3%

Shares

 

Fidelity Cash Central Fund, 0.20% (e)

352,821

352,821

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)

204,159

204,159

TOTAL MONEY MARKET FUNDS

(Cost $556,980)

556,980

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $22,680,716)

24,471,546

NET OTHER ASSETS - (1.2)%

(291,860)

NET ASSETS - 100%

$ 24,179,686

Legend

(a) Non-income producing

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

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

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

(e) 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.

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

$ 4,057

Fidelity Securities Lending Cash Central Fund

16,793

Total

$ 20,850

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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 States of America

$ 9,378,669

$ 9,378,669

$ -

$ -

United Kingdom

2,098,889

1,746,696

352,193

-

Japan

1,770,099

286,060

1,484,039

-

Canada

1,082,348

1,082,348

-

-

France

1,060,872

1,060,872

-

-

Spain

653,191

247,352

405,839

-

Switzerland

578,961

578,961

-

-

India

537,000

-

537,000

-

Russia

527,368

527,368

-

-

Other

5,958,719

4,461,161

1,497,558

-

Corporate Bonds

268,450

-

268,450

-

Money Market Funds

556,980

556,980

-

-

Total Investments in Securities:

$ 24,471,546

$ 19,926,467

$ 4,545,079

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $12,371,262 of which $9,352,860 and $3,018,402 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

Assets

Investment in securities, at value (including securities loaned of $179,589) - See accompanying schedule:

Unaffiliated issuers (cost $22,123,736)

$ 23,914,566

 

Fidelity Central Funds (cost $556,980)

556,980

 

Total Investments (cost $22,680,716)

 

$ 24,471,546

Cash

8,570

Foreign currency held at value (cost $64,049)

63,860

Receivable for investments sold

1,552,472

Receivable for fund shares sold

12,573

Dividends receivable

22,821

Interest receivable

3,165

Distributions receivable from Fidelity Central Funds

410

Prepaid expenses

146

Receivable from investment adviser for expense reductions

3,884

Other receivables

23,615

Total assets

26,163,062

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 1,549,576

Delayed delivery

86,200

Payable for fund shares redeemed

47,835

Accrued management fee

13,189

Distribution fees payable

10,942

Other affiliated payables

7,927

Other payables and accrued expenses

63,548

Collateral on securities loaned, at value

204,159

Total liabilities

1,983,376

 

 

 

Net Assets

$ 24,179,686

Net Assets consist of:

 

Paid in capital

$ 34,998,033

Undistributed net investment income

21,196

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

(12,623,573)

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

1,784,030

Net Assets

$ 24,179,686

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($6,996,952 ÷ 773,618 shares)

$ 9.04

 

 

 

Maximum offering price per share (100/94.25 of $9.04)

$ 9.59

Class T:
Net Asset Value
and redemption price per share ($10,494,201 ÷ 1,190,411 shares)

$ 8.82

 

 

 

Maximum offering price per share (100/96.50 of $8.82)

$ 9.14

Class B:
Net Asset Value
and offering price per share ($2,161,875 ÷ 260,111 shares)A

$ 8.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,378,385 ÷ 406,313 shares)A

$ 8.31

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,148,273 ÷ 123,282 shares)

$ 9.31

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 350,598

Interest

 

37,309

Income from Fidelity Central Funds

 

20,850

 

 

408,757

Less foreign taxes withheld

 

(19,804)

Total income

 

388,953

 

 

 

Expenses

Management fee
Basic fee

$ 141,353

Performance adjustment

(30,290)

Transfer agent fees

67,647

Distribution fees

102,443

Accounting and security lending fees

11,229

Custodian fees and expenses

85,957

Independent trustees' compensation

141

Registration fees

53,358

Audit

63,788

Legal

93

Miscellaneous

402

Total expenses before reductions

496,121

Expense reductions

(158,116)

338,005

Net investment income (loss)

50,948

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $16,667)

(2,886,558)

Foreign currency transactions

(10,136)

Total net realized gain (loss)

 

(2,896,694)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $9,417)

8,195,122

Assets and liabilities in foreign currencies

116

Total change in net unrealized appreciation (depreciation)

 

8,195,238

Net gain (loss)

5,298,544

Net increase (decrease) in net assets resulting from operations

$ 5,349,492

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 50,948

$ 43,503

Net realized gain (loss)

(2,896,694)

(9,089,973)

Change in net unrealized appreciation (depreciation)

8,195,238

(12,221,513)

Net increase (decrease) in net assets resulting
from operations

5,349,492

(21,267,983)

Distributions to shareholders from net investment income

(30,547)

-

Distributions to shareholders from net realized gain

-

(5,633,988)

Total distributions

(30,547)

(5,633,988)

Share transactions - net increase (decrease)

(1,928,677)

(1,207,232)

Redemption fees

261

3,644

Total increase (decrease) in net assets

3,390,529

(28,105,559)

 

 

 

Net Assets

Beginning of period

20,789,157

48,894,716

End of period (including undistributed net investment income of $21,196 and undistributed net investment income of $924, respectively)

$ 24,179,686

$ 20,789,157

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.88

$ 15.38

$ 14.83

$ 13.68

$ 11.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .04

  .01

  .01

  .05

Net realized and unrealized gain (loss)

  2.13

  (6.74)

  2.69

  1.20

  1.75

Total from investment operations

  2.17

  (6.70)

  2.70

  1.21

  1.80

Distributions from net investment income

  (.01)

  -

  -

  (.04)

  -

Distributions from net realized gain

  -

  (1.80)

  (2.15)

  (.02)

  -

Total distributions

  (.01)

  (1.80)

  (2.15)

  (.06)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.04

$ 6.88

$ 15.38

$ 14.83

$ 13.68

Total Return A, B

  31.68%

  (48.99)%

  20.55%

  8.86%

  15.15%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.22%

  1.90%

  1.81%

  1.69%

  1.76%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.56%

Expenses net of all reductions

  1.43%

  1.41%

  1.45%

  1.46%

  1.54%

Net investment income (loss)

  .53%

  .38%

  .06%

  .06%

  .39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,997

$ 6,904

$ 14,000

$ 10,956

$ 10,101

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.72

$ 15.05

$ 14.59

$ 13.46

$ 11.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  (.03)

  (.03)

  .02

Net realized and unrealized gain (loss)

  2.09

  (6.59)

  2.64

  1.19

  1.73

Total from investment operations

  2.11

  (6.58)

  2.61

  1.16

  1.75

Distributions from net investment income

  (.01)

  -

  -

  (.01)

  -

Distributions from net realized gain

  -

  (1.75)

  (2.15)

  (.02)

  -

Total distributions

  (.01)

  (1.75)

  (2.15)

  (.03)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.82

$ 6.72

$ 15.05

$ 14.59

$ 13.46

Total Return A, B

  31.50%

  (49.12)%

  20.24%

  8.62%

  14.94%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.50%

  2.17%

  2.08%

  1.99%

  2.09%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.69%

  1.66%

  1.71%

  1.71%

  1.79%

Net investment income (loss)

  .27%

  .13%

  (.19)%

  (.19)%

  .14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,494

$ 8,104

$ 22,039

$ 26,780

$ 28,786

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.37

$ 14.34

$ 14.06

$ 13.01

$ 11.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  (.04)

  (.09)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  1.97

  (6.25)

  2.52

  1.15

  1.67

Total from investment operations

  1.95

  (6.29)

  2.43

  1.05

  1.63

Distributions from net investment income

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (1.68)

  (2.15)

  -

  -

Total distributions

  (.01)

  (1.68)

  (2.15)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 6.37

$ 14.34

$ 14.06

$ 13.01

Total Return A, B

  30.62%

  (49.33)%

  19.65%

  8.07%

  14.32%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.98%

  2.66%

  2.57%

  2.52%

  2.61%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.18%

  2.16%

  2.20%

  2.22%

  2.29%

Net investment income (loss)

  (.22)%

  (.37)%

  (.69)%

  (.69)%

  (.36)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,162

$ 1,918

$ 5,029

$ 5,788

$ 6,464

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.37

$ 14.36

$ 14.08

$ 13.02

$ 11.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  (.04)

  (.09)

  (.10)

  (.05)

Net realized and unrealized gain (loss)

  1.97

  (6.26)

  2.52

  1.16

  1.68

Total from investment operations

  1.95

  (6.30)

  2.43

  1.06

  1.63

Distributions from net investment income

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (1.69)

  (2.15)

  -

  -

Total distributions

  (.01)

  (1.69)

  (2.15)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 6.37

$ 14.36

$ 14.08

$ 13.02

Total Return A, B

  30.62%

  (49.35)%

  19.62%

  8.14%

  14.31%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.97%

  2.63%

  2.57%

  2.50%

  2.59%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.18%

  2.16%

  2.20%

  2.21%

  2.29%

Net investment income (loss)

  (.22)%

  (.37)%

  (.69)%

  (.69)%

  (.36)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,378

$ 2,697

$ 5,352

$ 5,348

$ 5,396

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.07

$ 15.76

$ 15.11

$ 13.93

$ 12.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .06

  .07

  .05

  .05

  .09

Net realized and unrealized gain (loss)

  2.20

  (6.93)

  2.75

  1.22

  1.78

Total from investment operations

  2.26

  (6.86)

  2.80

  1.27

  1.87

Distributions from net investment income

  (.02)

  -

  -

  (.07)

  -

Distributions from net realized gain

  -

  (1.83)

  (2.15)

  (.02)

  -

Total distributions

  (.02)

  (1.83)

  (2.15)

  (.09)

  -

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.31

$ 7.07

$ 15.76

$ 15.11

$ 13.93

Total Return A

  32.03%

  (48.89)%

  20.88%

  9.15%

  15.51%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.88%

  1.51%

  1.43%

  1.29%

  1.42%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.31%

Expenses net of all reductions

  1.18%

  1.16%

  1.20%

  1.21%

  1.29%

Net investment income (loss)

  .78%

  .63%

  .31%

  .31%

  .64%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,148

$ 1,166

$ 2,476

$ 2,464

$ 1,800

Portfolio turnover rate D

  258%

  257%

  102%

  251%

  52%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Global Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 14, 2009, have

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 2,730,069

Gross unrealized depreciation

(1,394,338)

Net unrealized appreciation (depreciation)

$ 1,335,731

 

 

Tax Cost

$ 23,135,815

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

Undistributed ordinary income

$ 223,984

Capital loss carryforward

$ (12,371,262)

Net unrealized appreciation (depreciation)

$ 1,332,891

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 30,547

$ 4,443,400

Long-term Capital Gains

-

1,190,588

Total

$ 30,547

$ 5,633,988

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

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 value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $49,983,635 and $51,466,604, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on July 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in June 2008. For the period, the total annual management fee rate, including the performance adjustment, was .56% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 14,333

$ 962

Class T

.25%

.25%

42,376

40

Class B

.75%

.25%

18,296

13,738

Class C

.75%

.25%

27,438

2,405

 

 

 

$ 102,443

$ 17,145

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,278

Class T

2,511

Class B*

5,420

Class C*

68

 

$ 11,277

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 19,041

.33

Class T

31,128

.37

Class B

6,109

.33

Class C

9,213

.33

Institutional Class

2,156

.21

 

$ 67,647

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,088 for the period.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $101 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $16,793.

9. Expense Reductions.

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

Annual Report

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.50%

$ 41,795

Class T

1.75%

63,670

Class B

2.25%

13,524

Class C

2.25%

19,927

Institutional Class

1.25%

6,479

 

 

$ 145,395

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $12,721 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 9,964

$ -

Class T

12,905

-

Class B

2,090

-

Class C

2,937

-

Institutional Class

2,651

-

Total

$ 30,547

$ -

From net realized gain

 

 

Class A

$ -

$ 1,564,268

Class T

-

2,554,809

Class B

-

579,670

Class C

-

647,099

Institutional Class

-

288,142

Total

$ -

$ 5,633,988

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

202,494

418,198

$ 1,551,596

$ 4,437,285

Reinvestment of distributions

1,584

119,266

9,506

1,527,791

Shares redeemed

(433,602)

(444,363)

(2,853,060)

(5,018,995)

Net increase (decrease)

(229,524)

93,101

$ (1,291,958)

$ 946,081

Class T

 

 

 

 

Shares sold

218,150

231,838

$ 1,562,039

$ 2,533,231

Reinvestment of distributions

2,148

200,342

12,590

2,512,291

Shares redeemed

(235,220)

(690,912)

(1,618,407)

(7,517,985)

Net increase (decrease)

(14,922)

(258,732)

$ (43,778)

$ (2,472,463)

Class B

 

 

 

 

Shares sold

54,249

43,331

$ 377,037

$ 444,725

Reinvestment of distributions

341

43,292

1,894

516,478

Shares redeemed

(95,791)

(135,936)

(611,596)

(1,380,376)

Net increase (decrease)

(41,201)

(49,313)

$ (232,665)

$ (419,173)

Class C

 

 

 

 

Shares sold

77,779

101,121

$ 549,994

$ 1,020,088

Reinvestment of distributions

477

50,878

2,645

606,979

Shares redeemed

(95,347)

(101,263)

(616,538)

(997,298)

Net increase (decrease)

(17,091)

50,736

$ (63,899)

$ 629,769

Institutional Class

 

 

 

 

Shares sold

23,710

14,690

$ 163,841

$ 163,737

Reinvestment of distributions

221

10,610

1,361

139,410

Shares redeemed

(65,564)

(17,519)

(461,579)

(194,593)

Net increase (decrease)

(41,633)

7,781

$ (296,377)

$ 108,554

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Global Capital Appreciation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Global Capital Appreciation Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Global Capital Appreciation Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$0.031

$0.080

Class T

12/07/09

12/04/09

$0.012

$0.080

Class B

12/07/09

12/04/09

$0.000

$0.054

Class C

12/07/09

12/04/09

$0.000

$0.057

Class A designates 61%, Class T designates 72%, Class B designates 100%, Class C designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class B, Class C, and Class T designate 100% 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Global Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Global Capital Appreciation Fund

fid5068

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Global Capital Appreciation Fund

fid5070

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

AGLO-UANN-1209
1.784744.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Global Capital Appreciation

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

32.03%

0.56%

0.71%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Global Capital Appreciation Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI (All Country World Index) Index performed over the same period.


fid5085

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Sammy Simnegar and Victor Thay, Co-Portfolio Managers of Fidelity® Advisor Global Capital Appreciation Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 31.68%, 31.50%, 30.62% and 30.62%, respectively (excluding sales charges), versus 23.15% for the MSCI All Country World Index. Both of the fund's subportfolios handily beat their respective benchmarks. In the international "sub," stock selection in materials, financials, health care and energy helped. Only industrials detracted modestly. An out-of-index position in investment bank Morgan Stanley contributed amid easing concerns about its balance sheet. Also bolstering results were U.K.-based metals and minerals producer Rio Tinto and Belgian brewer Anheuser-Busch InBev. Conversely, an out-of-index position in commercial bank Citigroup detracted, as did Japanese finance company ORIX. In the U.S. subportfolio, stock picking in consumer discretionary, energy, health care and materials aided results, paced by online travel retailer Expedia and broad-based online retailer Amazon.com. Gold miner Goldcorp also bolstered performance and was the fund's top relative contributor overall. Detractors included bank Wells Fargo and railroad Norfolk Southern. Some stocks mentioned were sold by period end.

Comments from Sammy Simnegar and Victor Thay, Co-Portfolio Managers of Fidelity® Advisor Global Capital Appreciation Fund: During the past year, the fund's Institutional Class shares returned 32.03%, versus 23.15% for the MSCI All Country World Index. Both of the fund's subportfolios handily beat their respective benchmarks. In the international "sub," stock selection in materials, financials, health care and energy helped. Only industrials detracted modestly. An out-of-index position in investment bank Morgan Stanley contributed amid easing concerns about its balance sheet. Also bolstering results were U.K.-based metals and minerals producer Rio Tinto and Belgian brewer Anheuser-Busch InBev. Conversely, an out-of-index position in commercial bank Citigroup detracted, as did Japanese finance company ORIX. In the U.S. subportfolio, stock picking in consumer discretionary, energy, health care and materials aided results, paced by online travel retailer Expedia and broad-based online retailer Amazon.com. Gold miner Goldcorp also bolstered performance and was the fund's top relative contributor overall. Detractors included bank Wells Fargo and railroad Norfolk Southern. Some stocks mentioned were sold by period end.

Annual Report

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

Shareholder Expense Example - continued

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

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,278.60

$ 8.61

Hypothetical A

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,278.30

$ 10.05

Hypothetical A

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.50

$ 12.90

Hypothetical A

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.50

$ 12.90

Hypothetical A

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.60

$ 7.19

Hypothetical A

 

$ 1,000.00

$ 1,018.90

$ 6.36

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (United States of America, Internet Software & Services)

1.7

1.9

Southwestern Energy Co. (United States of America, Oil, Gas & Consumable Fuels)

1.7

2.0

JPMorgan Chase & Co. (United States of America, Diversified Financial Services)

1.6

1.5

Teva Pharmaceutical Industries Ltd. sponsored ADR (Israel, Pharmaceuticals)

1.6

1.7

Amazon.com, Inc. (United States of America, Internet & Catalog Retail)

1.6

1.2

 

8.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

19.0

Information Technology

14.6

13.1

Energy

12.4

12.0

Industrials

11.6

11.7

Consumer Discretionary

9.5

11.0

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

39.9

44.1

United Kingdom

8.7

7.7

Japan

7.3

8.3

Canada

4.5

4.2

France

4.4

5.4

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid4858

Stocks 97.8%

 

fid4858

Stocks 95.1%

 

fid5061

Bonds 1.1%

 

fid5061

Bonds 1.9%

 

fid4861

Short-Term
Investments and
Net Other Assets 1.1%

 

fid4861

Short-Term
Investments and
Net Other Assets 3.0%

 

fid5093

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 97.5%

Shares

Value

Australia - 2.1%

Karoon Gas Australia Ltd. (a)

5,469

$ 37,027

MacArthur Coal Ltd.

7,867

58,909

Origin Energy Ltd.

5,524

79,182

OZ Minerals Ltd. (a)

65,148

68,101

Paladin Energy Ltd. (a)

17,256

62,410

Westfield Group unit

8,568

92,795

Woolworths Ltd.

4,093

104,729

TOTAL AUSTRALIA

503,153

Bailiwick of Guernsey - 0.3%

Raven Russia Ltd.

100,300

71,633

Belgium - 1.0%

Anheuser-Busch InBev SA NV

2,696

126,973

Fortis (a)

27,425

119,135

TOTAL BELGIUM

246,108

Bermuda - 1.0%

Dufry South America Ltd. unit

3,596

62,479

Huabao International Holdings Ltd.

76,000

72,495

Northern Offshore Ltd. (a)

60,000

94,305

Scorpion Offshore Ltd. (a)

6,000

24,100

TOTAL BERMUDA

253,379

Brazil - 1.6%

Banco Santander (Brasil) SA ADR (a)

7,800

92,508

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

4,500

71,055

PDG Realty S.A. Empreendimentos e Participacoes

8,600

71,781

Vivo Participacoes SA sponsored ADR

3,600

87,300

Votorantim Celulose e Papel SA sponsored ADR (a)

5,513

75,749

TOTAL BRAZIL

398,393

Canada - 4.5%

Agnico-Eagle Mines Ltd. (Canada)

3,400

180,856

Canadian Imperial Bank of Commerce

1,700

97,336

Consolidated Thompson Iron Mines Ltd. (a)

18,100

83,576

Eastern Platinum Ltd. (a)

54,700

36,371

First Quantum Minerals Ltd.

1,200

82,028

First Uranium Corp. (a)

62,900

156,836

Grande Cache Coal Corp. (a)

21,200

73,026

Niko Resources Ltd.

900

72,808

OPTI Canada, Inc. (a)(c)

40,500

71,062

Common Stocks - continued

Shares

Value

Canada - continued

Research In Motion Ltd. (a)

1,800

$ 105,714

Suncor Energy, Inc.

3,700

122,735

TOTAL CANADA

1,082,348

Cayman Islands - 1.3%

China High Speed Transmission Equipment Group Co. Ltd.

14,000

28,078

Himax Technologies, Inc. sponsored ADR (c)

26,300

69,432

JA Solar Holdings Co. Ltd. ADR (a)

20,521

78,595

Peak Sport Products Co. Ltd.

170,000

72,716

Trina Solar Ltd. ADR (a)(c)

1,900

61,712

TOTAL CAYMAN ISLANDS

310,533

China - 0.8%

China Construction Bank Corp. (H Shares)

137,000

118,115

NetEase.com, Inc. sponsored ADR (a)

1,909

73,726

TOTAL CHINA

191,841

Cyprus - 0.3%

Mirland Development Corp. PLC (a)(d)

24,400

66,199

Czech Republic - 0.3%

Ceske Energeticke Zavody AS

1,500

74,779

Denmark - 1.1%

Carlsberg AS Series B

1,100

77,642

Novo Nordisk AS Series B

1,509

93,981

Vestas Wind Systems AS (a)

1,223

86,687

TOTAL DENMARK

258,310

Egypt - 0.3%

Orascom Telecom Holding SAE unit

2,000

68,200

France - 4.4%

Atos Origin SA (a)

1,540

72,382

AXA SA sponsored ADR

4,700

116,560

BNP Paribas SA

2,214

167,625

Credit Agricole SA

5,200

100,280

Iliad Group SA

666

72,230

Nexity

1,800

67,226

Renault SA (a)

1,700

76,550

Saft Groupe SA

1,347

70,100

Sanofi-Aventis sponsored ADR

4,800

177,216

Societe Generale Series A

2,107

140,703

TOTAL FRANCE

1,060,872

Common Stocks - continued

Shares

Value

Germany - 1.3%

Aixtron AG

5,000

$ 149,877

HeidelbergCement AG

1,374

82,352

Metro AG

1,300

72,235

TOTAL GERMANY

304,464

Greece - 0.3%

Hellenic Telecommunications Organization SA

4,211

71,262

Hong Kong - 0.6%

China Resources Power Holdings Co. Ltd.

34,000

70,438

China Unicom (Hong Kong) Ltd. sponsored ADR

6,300

79,695

TOTAL HONG KONG

150,133

India - 2.2%

Bank of Baroda

6,727

72,689

BGR Energy Systems Ltd.

6,933

68,668

ICSA (India) Ltd.

26,873

101,672

Indiabulls Real Estate Ltd. (a)

13,720

71,831

MIC Electronics Ltd.

82,640

64,356

Reliance Industries Ltd.

2,458

99,530

Sintex Industries Ltd.

13,243

58,254

TOTAL INDIA

537,000

Ireland - 1.7%

Cooper Industries PLC Class A

6,400

247,616

Covidien PLC

1,600

67,392

Ingersoll-Rand Co. Ltd.

3,400

107,406

TOTAL IRELAND

422,414

Israel - 1.9%

Bezeq Israeli Telecommunication Corp. Ltd.

32,400

72,494

Teva Pharmaceutical Industries Ltd. sponsored ADR

7,652

386,273

TOTAL ISRAEL

458,767

Italy - 0.5%

Intesa Sanpaolo SpA

30,825

130,412

Japan - 7.3%

eAccess Ltd.

111

77,856

Elpida Memory, Inc. (a)

5,200

67,942

Hitachi Ltd.

26,000

83,955

Itochu Corp.

13,000

82,175

Japan Tobacco, Inc.

33

92,587

JTEKT Corp.

6,500

68,669

Common Stocks - continued

Shares

Value

Japan - continued

Kyocera Corp.

1,100

$ 92,278

Mazda Motor Corp.

33,000

74,481

Mitsubishi Corp.

4,800

101,767

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

34,500

183,195

Mitsubishi UFJ Lease & Finance Co. Ltd.

2,340

69,703

Mitsui & Co. Ltd.

7,300

95,876

ORIX Corp.

1,960

126,613

Sapporo Breweries Ltd.

16,000

83,547

Softbank Corp.

4,000

94,261

Sony Corp. sponsored ADR

3,500

102,865

Sumco Corp.

3,600

68,704

Sumitomo Mitsui Financial Group, Inc.

3,300

112,174

Toshiba Corp.

16,000

91,451

TOTAL JAPAN

1,770,099

Korea (South) - 1.7%

DigiTech Systems Co., Ltd. (a)

1,397

28,986

Hanjin Heavy Industries & Consolidated Co. Ltd.

5,978

106,424

Hyundai Mipo Dockyard Co. Ltd.

1,242

101,946

LG Corp.

1,339

75,581

Lumens Co. Ltd. (a)

17,954

99,723

TOTAL KOREA (SOUTH)

412,660

Luxembourg - 0.3%

Millicom International Cellular SA (a)

1,200

75,192

Netherlands - 0.8%

Gemalto NV (a)

1,847

77,964

ING Groep NV sponsored ADR (a)

8,600

110,940

TOTAL NETHERLANDS

188,904

Netherlands Antilles - 0.7%

Schlumberger Ltd.

2,600

161,720

Norway - 0.6%

DnB NOR ASA (a)

6,800

78,319

Sevan Marine ASA (a)

49,000

79,497

TOTAL NORWAY

157,816

Qatar - 0.4%

Commercial Bank of Qatar GDR (Reg. S)

24,003

94,922

Russia - 2.2%

LSR Group OJSC GDR (Reg. S) (a)

10,100

75,649

Mechel Steel Group OAO sponsored ADR

4,600

78,936

Common Stocks - continued

Shares

Value

Russia - continued

OAO Gazprom sponsored ADR

5,926

$ 140,031

OAO NOVATEK GDR

1,500

75,750

OGK-2 JSC GDR (Reg. S) (a)

21,600

72,598

RusHydro JSC sponsored ADR (a)

23,709

84,404

TOTAL RUSSIA

527,368

South Africa - 1.7%

African Bank Investments Ltd.

18,500

72,934

MTN Group Ltd.

6,300

94,752

Murray & Roberts Holdings Ltd.

10,300

74,331

Naspers Ltd. Class N

2,400

87,380

Raubex Group Ltd.

25,700

80,595

TOTAL SOUTH AFRICA

409,992

Spain - 2.7%

Banco Santander SA

12,886

207,351

EDP Renovaveis SA (a)

7,864

78,460

Grupo Acciona SA

642

78,507

NH Hoteles SA (a)

17,229

90,385

Telefonica SA

7,108

198,488

TOTAL SPAIN

653,191

Sweden - 0.6%

EnergyO Solutions AB (a)

30,100

146,854

Switzerland - 2.4%

ACE Ltd.

4,000

205,440

Actelion Ltd. (Reg.) (a)

1,960

108,210

Swiss Reinsurance Co. (Reg.)

2,225

91,116

UBS AG (NY Shares) (a)

10,500

174,195

TOTAL SWITZERLAND

578,961

Taiwan - 0.9%

Prime View International Co. Ltd.

45,000

73,049

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

15,074

143,806

TOTAL TAIWAN

216,855

Ukraine - 0.2%

Ukrnafta Open JSC sponsored ADR (a)(d)

300

40,173

United Kingdom - 8.7%

Anglo American PLC (United Kingdom) (a)

3,600

130,917

Barclays PLC Sponsored ADR

8,400

175,560

BG Group PLC

8,546

148,025

Common Stocks - continued

Shares

Value

United Kingdom - continued

BT Group PLC

43,500

$ 93,250

Cairn Energy PLC (a)

1,648

71,484

Carphone Warehouse Group PLC

22,446

67,844

Centrica PLC

25,626

104,467

Debenhams PLC

53,930

68,974

HSBC Holdings PLC sponsored ADR

5,200

288,028

Imperial Tobacco Group PLC

3,490

103,138

Lloyds TSB Group PLC

68,500

97,877

Royal Dutch Shell PLC Class B

8,992

258,943

SABMiller PLC

3,600

94,745

Taylor Wimpey PLC (a)

120,700

73,361

Tesco PLC

21,936

146,705

Vedanta Resources PLC

2,200

75,598

Xstrata PLC

6,900

99,973

TOTAL UNITED KINGDOM

2,098,889

United States of America - 38.8%

Activision Blizzard, Inc. (a)

11,600

125,628

Air Products & Chemicals, Inc.

1,500

115,695

Amazon.com, Inc. (a)

3,200

380,192

Apple, Inc. (a)

1,400

263,900

Applied Materials, Inc.

12,300

150,060

Bank of America Corp.

11,800

172,044

Berkshire Hathaway, Inc. Class B (a)

52

170,716

C. R. Bard, Inc.

2,300

172,661

Charles Schwab Corp.

5,900

102,306

CME Group, Inc.

900

272,349

CSX Corp.

5,900

248,862

Cummins, Inc.

4,600

198,076

Danaher Corp.

2,800

191,044

Deere & Co.

2,500

113,875

DISH Network Corp. Class A (a)

6,100

106,140

Ener1, Inc. (a)

16,180

80,738

ev3, Inc. (a)

7,800

91,884

Expedia, Inc. (a)

10,550

239,169

Google, Inc. Class A (a)

780

418,173

Henry Schein, Inc. (a)

2,000

105,660

Hewlett-Packard Co.

4,700

223,062

Humana, Inc. (a)

3,500

131,530

Illumina, Inc. (a)

2,300

73,830

Johnson & Johnson

4,900

289,345

JPMorgan Chase & Co.

9,300

388,461

Common Stocks - continued

Shares

Value

United States of America - continued

Juniper Networks, Inc. (a)

10,000

$ 255,100

Landstar System, Inc.

7,100

250,204

Lockheed Martin Corp.

1,400

96,306

Masco Corp.

11,300

132,775

Medco Health Solutions, Inc. (a)

2,000

112,240

Morgan Stanley

8,200

263,384

National Oilwell Varco, Inc. (a)

3,600

147,564

Netflix, Inc. (a)

600

32,070

Noble Energy, Inc.

5,430

356,371

OpenTable, Inc.

4,500

110,970

Optimer Pharmaceuticals, Inc. (a)

6,700

77,452

Pfizer, Inc.

5,700

97,071

Philip Morris International, Inc.

8,000

378,880

PNC Financial Services Group, Inc.

1,600

78,304

Polo Ralph Lauren Corp. Class A

2,200

163,724

QUALCOMM, Inc.

6,100

252,601

Quicksilver Gas Services LP

6,400

116,480

Rubicon Technology, Inc. (a)

5,500

83,160

Southwestern Energy Co. (a)

9,350

407,473

The Coca-Cola Co.

5,100

271,881

The DIRECTV Group, Inc. (a)

4,000

105,200

The Walt Disney Co.

8,300

227,171

Torchmark Corp.

2,600

105,560

U.S. Bancorp, Delaware

3,200

74,304

Veeco Instruments, Inc. (a)

4,000

97,400

Virgin Media, Inc.

4,800

67,056

Wells Fargo & Co.

3,300

90,816

Weyerhaeuser Co.

2,800

101,752

TOTAL UNITED STATES OF AMERICA

9,378,669

TOTAL COMMON STOCKS

(Cost $21,900,102)

23,572,465

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

Italy - 0.3%

Fiat SpA (Risparmio Shares)
(Cost $44,735)

7,700

73,651

Convertible Bonds - 1.1%

 

Principal Amount

Value

United States of America - 1.1%

Chesapeake Energy Corp. 2.5% 5/15/37

$ 250,000

$ 215,850

Cogent Communications Group, Inc. 1% 6/15/27

80,000

52,600

TOTAL CONVERTIBLE BONDS

(Cost $178,899)

268,450

Money Market Funds - 2.3%

Shares

 

Fidelity Cash Central Fund, 0.20% (e)

352,821

352,821

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)

204,159

204,159

TOTAL MONEY MARKET FUNDS

(Cost $556,980)

556,980

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $22,680,716)

24,471,546

NET OTHER ASSETS - (1.2)%

(291,860)

NET ASSETS - 100%

$ 24,179,686

Legend

(a) Non-income producing

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

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

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

(e) 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.

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

$ 4,057

Fidelity Securities Lending Cash Central Fund

16,793

Total

$ 20,850

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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 States of America

$ 9,378,669

$ 9,378,669

$ -

$ -

United Kingdom

2,098,889

1,746,696

352,193

-

Japan

1,770,099

286,060

1,484,039

-

Canada

1,082,348

1,082,348

-

-

France

1,060,872

1,060,872

-

-

Spain

653,191

247,352

405,839

-

Switzerland

578,961

578,961

-

-

India

537,000

-

537,000

-

Russia

527,368

527,368

-

-

Other

5,958,719

4,461,161

1,497,558

-

Corporate Bonds

268,450

-

268,450

-

Money Market Funds

556,980

556,980

-

-

Total Investments in Securities:

$ 24,471,546

$ 19,926,467

$ 4,545,079

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $12,371,262 of which $9,352,860 and $3,018,402 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

Assets

Investment in securities, at value (including securities loaned of $179,589) - See accompanying schedule:

Unaffiliated issuers (cost $22,123,736)

$ 23,914,566

 

Fidelity Central Funds (cost $556,980)

556,980

 

Total Investments (cost $22,680,716)

 

$ 24,471,546

Cash

8,570

Foreign currency held at value (cost $64,049)

63,860

Receivable for investments sold

1,552,472

Receivable for fund shares sold

12,573

Dividends receivable

22,821

Interest receivable

3,165

Distributions receivable from Fidelity Central Funds

410

Prepaid expenses

146

Receivable from investment adviser for expense reductions

3,884

Other receivables

23,615

Total assets

26,163,062

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 1,549,576

Delayed delivery

86,200

Payable for fund shares redeemed

47,835

Accrued management fee

13,189

Distribution fees payable

10,942

Other affiliated payables

7,927

Other payables and accrued expenses

63,548

Collateral on securities loaned, at value

204,159

Total liabilities

1,983,376

 

 

 

Net Assets

$ 24,179,686

Net Assets consist of:

 

Paid in capital

$ 34,998,033

Undistributed net investment income

21,196

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

(12,623,573)

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

1,784,030

Net Assets

$ 24,179,686

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($6,996,952 ÷ 773,618 shares)

$ 9.04

 

 

 

Maximum offering price per share (100/94.25 of $9.04)

$ 9.59

Class T:
Net Asset Value
and redemption price per share ($10,494,201 ÷ 1,190,411 shares)

$ 8.82

 

 

 

Maximum offering price per share (100/96.50 of $8.82)

$ 9.14

Class B:
Net Asset Value
and offering price per share ($2,161,875 ÷ 260,111 shares)A

$ 8.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,378,385 ÷ 406,313 shares)A

$ 8.31

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,148,273 ÷ 123,282 shares)

$ 9.31

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 350,598

Interest

 

37,309

Income from Fidelity Central Funds

 

20,850

 

 

408,757

Less foreign taxes withheld

 

(19,804)

Total income

 

388,953

 

 

 

Expenses

Management fee
Basic fee

$ 141,353

Performance adjustment

(30,290)

Transfer agent fees

67,647

Distribution fees

102,443

Accounting and security lending fees

11,229

Custodian fees and expenses

85,957

Independent trustees' compensation

141

Registration fees

53,358

Audit

63,788

Legal

93

Miscellaneous

402

Total expenses before reductions

496,121

Expense reductions

(158,116)

338,005

Net investment income (loss)

50,948

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $16,667)

(2,886,558)

Foreign currency transactions

(10,136)

Total net realized gain (loss)

 

(2,896,694)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $9,417)

8,195,122

Assets and liabilities in foreign currencies

116

Total change in net unrealized appreciation (depreciation)

 

8,195,238

Net gain (loss)

5,298,544

Net increase (decrease) in net assets resulting from operations

$ 5,349,492

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 50,948

$ 43,503

Net realized gain (loss)

(2,896,694)

(9,089,973)

Change in net unrealized appreciation (depreciation)

8,195,238

(12,221,513)

Net increase (decrease) in net assets resulting
from operations

5,349,492

(21,267,983)

Distributions to shareholders from net investment income

(30,547)

-

Distributions to shareholders from net realized gain

-

(5,633,988)

Total distributions

(30,547)

(5,633,988)

Share transactions - net increase (decrease)

(1,928,677)

(1,207,232)

Redemption fees

261

3,644

Total increase (decrease) in net assets

3,390,529

(28,105,559)

 

 

 

Net Assets

Beginning of period

20,789,157

48,894,716

End of period (including undistributed net investment income of $21,196 and undistributed net investment income of $924, respectively)

$ 24,179,686

$ 20,789,157

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.88

$ 15.38

$ 14.83

$ 13.68

$ 11.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .04

  .01

  .01

  .05

Net realized and unrealized gain (loss)

  2.13

  (6.74)

  2.69

  1.20

  1.75

Total from investment operations

  2.17

  (6.70)

  2.70

  1.21

  1.80

Distributions from net investment income

  (.01)

  -

  -

  (.04)

  -

Distributions from net realized gain

  -

  (1.80)

  (2.15)

  (.02)

  -

Total distributions

  (.01)

  (1.80)

  (2.15)

  (.06)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.04

$ 6.88

$ 15.38

$ 14.83

$ 13.68

Total Return A, B

  31.68%

  (48.99)%

  20.55%

  8.86%

  15.15%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.22%

  1.90%

  1.81%

  1.69%

  1.76%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.56%

Expenses net of all reductions

  1.43%

  1.41%

  1.45%

  1.46%

  1.54%

Net investment income (loss)

  .53%

  .38%

  .06%

  .06%

  .39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,997

$ 6,904

$ 14,000

$ 10,956

$ 10,101

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.72

$ 15.05

$ 14.59

$ 13.46

$ 11.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  (.03)

  (.03)

  .02

Net realized and unrealized gain (loss)

  2.09

  (6.59)

  2.64

  1.19

  1.73

Total from investment operations

  2.11

  (6.58)

  2.61

  1.16

  1.75

Distributions from net investment income

  (.01)

  -

  -

  (.01)

  -

Distributions from net realized gain

  -

  (1.75)

  (2.15)

  (.02)

  -

Total distributions

  (.01)

  (1.75)

  (2.15)

  (.03)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.82

$ 6.72

$ 15.05

$ 14.59

$ 13.46

Total Return A, B

  31.50%

  (49.12)%

  20.24%

  8.62%

  14.94%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.50%

  2.17%

  2.08%

  1.99%

  2.09%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.69%

  1.66%

  1.71%

  1.71%

  1.79%

Net investment income (loss)

  .27%

  .13%

  (.19)%

  (.19)%

  .14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,494

$ 8,104

$ 22,039

$ 26,780

$ 28,786

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.37

$ 14.34

$ 14.06

$ 13.01

$ 11.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  (.04)

  (.09)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  1.97

  (6.25)

  2.52

  1.15

  1.67

Total from investment operations

  1.95

  (6.29)

  2.43

  1.05

  1.63

Distributions from net investment income

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (1.68)

  (2.15)

  -

  -

Total distributions

  (.01)

  (1.68)

  (2.15)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 6.37

$ 14.34

$ 14.06

$ 13.01

Total Return A, B

  30.62%

  (49.33)%

  19.65%

  8.07%

  14.32%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.98%

  2.66%

  2.57%

  2.52%

  2.61%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.18%

  2.16%

  2.20%

  2.22%

  2.29%

Net investment income (loss)

  (.22)%

  (.37)%

  (.69)%

  (.69)%

  (.36)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,162

$ 1,918

$ 5,029

$ 5,788

$ 6,464

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.37

$ 14.36

$ 14.08

$ 13.02

$ 11.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  (.04)

  (.09)

  (.10)

  (.05)

Net realized and unrealized gain (loss)

  1.97

  (6.26)

  2.52

  1.16

  1.68

Total from investment operations

  1.95

  (6.30)

  2.43

  1.06

  1.63

Distributions from net investment income

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (1.69)

  (2.15)

  -

  -

Total distributions

  (.01)

  (1.69)

  (2.15)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 6.37

$ 14.36

$ 14.08

$ 13.02

Total Return A, B

  30.62%

  (49.35)%

  19.62%

  8.14%

  14.31%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.97%

  2.63%

  2.57%

  2.50%

  2.59%

Expenses net of fee waivers, if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.18%

  2.16%

  2.20%

  2.21%

  2.29%

Net investment income (loss)

  (.22)%

  (.37)%

  (.69)%

  (.69)%

  (.36)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,378

$ 2,697

$ 5,352

$ 5,348

$ 5,396

Portfolio turnover rate E

  258%

  257%

  102%

  251%

  52%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.07

$ 15.76

$ 15.11

$ 13.93

$ 12.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .06

  .07

  .05

  .05

  .09

Net realized and unrealized gain (loss)

  2.20

  (6.93)

  2.75

  1.22

  1.78

Total from investment operations

  2.26

  (6.86)

  2.80

  1.27

  1.87

Distributions from net investment income

  (.02)

  -

  -

  (.07)

  -

Distributions from net realized gain

  -

  (1.83)

  (2.15)

  (.02)

  -

Total distributions

  (.02)

  (1.83)

  (2.15)

  (.09)

  -

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.31

$ 7.07

$ 15.76

$ 15.11

$ 13.93

Total Return A

  32.03%

  (48.89)%

  20.88%

  9.15%

  15.51%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.88%

  1.51%

  1.43%

  1.29%

  1.42%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.31%

Expenses net of all reductions

  1.18%

  1.16%

  1.20%

  1.21%

  1.29%

Net investment income (loss)

  .78%

  .63%

  .31%

  .31%

  .64%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,148

$ 1,166

$ 2,476

$ 2,464

$ 1,800

Portfolio turnover rate D

  258%

  257%

  102%

  251%

  52%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Global Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 14, 2009, have

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 2,730,069

Gross unrealized depreciation

(1,394,338)

Net unrealized appreciation (depreciation)

$ 1,335,731

 

 

Tax Cost

$ 23,135,815

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

Undistributed ordinary income

$ 223,984

Capital loss carryforward

$ (12,371,262)

Net unrealized appreciation (depreciation)

$ 1,332,891

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 30,547

$ 4,443,400

Long-term Capital Gains

-

1,190,588

Total

$ 30,547

$ 5,633,988

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

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 value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $49,983,635 and $51,466,604, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on July 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in June 2008. For the period, the total annual management fee rate, including the performance adjustment, was .56% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 14,333

$ 962

Class T

.25%

.25%

42,376

40

Class B

.75%

.25%

18,296

13,738

Class C

.75%

.25%

27,438

2,405

 

 

 

$ 102,443

$ 17,145

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,278

Class T

2,511

Class B*

5,420

Class C*

68

 

$ 11,277

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 19,041

.33

Class T

31,128

.37

Class B

6,109

.33

Class C

9,213

.33

Institutional Class

2,156

.21

 

$ 67,647

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,088 for the period.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $101 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $16,793.

9. Expense Reductions.

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

Annual Report

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.50%

$ 41,795

Class T

1.75%

63,670

Class B

2.25%

13,524

Class C

2.25%

19,927

Institutional Class

1.25%

6,479

 

 

$ 145,395

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $12,721 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 9,964

$ -

Class T

12,905

-

Class B

2,090

-

Class C

2,937

-

Institutional Class

2,651

-

Total

$ 30,547

$ -

From net realized gain

 

 

Class A

$ -

$ 1,564,268

Class T

-

2,554,809

Class B

-

579,670

Class C

-

647,099

Institutional Class

-

288,142

Total

$ -

$ 5,633,988

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

202,494

418,198

$ 1,551,596

$ 4,437,285

Reinvestment of distributions

1,584

119,266

9,506

1,527,791

Shares redeemed

(433,602)

(444,363)

(2,853,060)

(5,018,995)

Net increase (decrease)

(229,524)

93,101

$ (1,291,958)

$ 946,081

Class T

 

 

 

 

Shares sold

218,150

231,838

$ 1,562,039

$ 2,533,231

Reinvestment of distributions

2,148

200,342

12,590

2,512,291

Shares redeemed

(235,220)

(690,912)

(1,618,407)

(7,517,985)

Net increase (decrease)

(14,922)

(258,732)

$ (43,778)

$ (2,472,463)

Class B

 

 

 

 

Shares sold

54,249

43,331

$ 377,037

$ 444,725

Reinvestment of distributions

341

43,292

1,894

516,478

Shares redeemed

(95,791)

(135,936)

(611,596)

(1,380,376)

Net increase (decrease)

(41,201)

(49,313)

$ (232,665)

$ (419,173)

Class C

 

 

 

 

Shares sold

77,779

101,121

$ 549,994

$ 1,020,088

Reinvestment of distributions

477

50,878

2,645

606,979

Shares redeemed

(95,347)

(101,263)

(616,538)

(997,298)

Net increase (decrease)

(17,091)

50,736

$ (63,899)

$ 629,769

Institutional Class

 

 

 

 

Shares sold

23,710

14,690

$ 163,841

$ 163,737

Reinvestment of distributions

221

10,610

1,361

139,410

Shares redeemed

(65,564)

(17,519)

(461,579)

(194,593)

Net increase (decrease)

(41,633)

7,781

$ (296,377)

$ 108,554

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Global Capital Appreciation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Global Capital Appreciation Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Global Capital Appreciation Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$0.051

$0.080

Institutional Class designates 49% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Global Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Global Capital Appreciation Fund

fid5068

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Global Capital Appreciation Fund

fid5070

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

AGLOI-UANN-1209
1.784745.106

fid4870

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

International
Capital Appreciation

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

38.18%

0.27%

1.05%

Class T (incl. 3.50% sales charge)

41.11%

0.52%

1.07%

Class B (incl. contingent deferred sales charge) A

40.50%

0.46%

1.09%

Class C (incl. contingent deferred sales charge) B

44.26%

0.73%

0.93%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charge included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor International Capital Appreciation Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. 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.


fid5182

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Sammy Simnegar, Portfolio Manager of Fidelity® Advisor International Capital Appreciation Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 46.61%, 46.23%, 45.50% and 45.26%, respectively (excluding sales charges), handily beating the 34.26% return of the MSCI All Country World ex USA Index. Stock selection in materials accounted for roughly half of the fund's edge over the index. Also helping were my picks in energy, telecommunications services, health care and financials, among other sectors. In fact, industrials was the only detracting sector. Investment bank Morgan Stanley was our top contributor, as the company's woes during the credit crisis gave way to a soaring stock price amid easing concerns about its balance sheet. Also bolstering our results was U.K.-based metals and minerals producer Rio Tinto, Belgian brewer Anheuser-Busch InBev, Russian steel producer Evraz Group, Swiss copper and coal miner Xstrata, and Canadian gold producer Agnico-Eagle Mines. German LED lighting equipment maker Aixtron helped as well. Conversely, commercial bank Citigroup suffered serious deterioration in its balance sheet and held back performance. Other detractors were Japanese finance company ORIX and copper miner Mercator Minerals. Morgan Stanley, Evraz, Aixtron, Citigroup and Mercator Minerals were out-of-index positions. Some stocks I've mentioned were sold by period end.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,365.50

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Class T

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,363.10

$ 9.83

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,359.40

$ 12.85

HypotheticalA

 

$ 1,000.00

$ 1,014.32

$ 10.97

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,359.40

$ 12.85

HypotheticalA

 

$ 1,000.00

$ 1,014.32

$ 10.97

Institutional Class

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,366.90

$ 6.80

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.80

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.1

1.6

Royal Dutch Shell PLC Class B (United Kingdom, Oil, Gas & Consumable Fuels)

1.9

0.0

Banco Santander SA (Spain, Commercial Banks)

1.5

0.0

Telefonica SA (Spain, Diversified Telecommunication Services)

1.4

1.7

Mitsubishi UFJ Financial Group, Inc. sponsored ADR (Japan, Commercial Banks)

1.3

1.6

 

8.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.2

23.9

Information Technology

11.2

6.2

Energy

11.1

8.8

Materials

9.1

11.8

Industrials

8.9

9.9

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

15.0

14.2

Japan

12.5

15.2

France

7.6

9.9

United States of America

7.3

9.7

Canada

6.5

6.1

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 100.3%

 

fid5184

Stocks 97.0%

 

fid5187

Short-Term
Investments and
Net Other Assets (0.3)%

 

fid5189

Short-Term
Investments and
Net Other Assets 3.0%

 

fid5191

Short-Term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

Australia - 3.6%

Karoon Gas Australia Ltd. (a)

62,716

$ 424,604

MacArthur Coal Ltd.

90,905

680,707

Origin Energy Ltd.

63,074

904,109

OZ Minerals Ltd. (a)

742,415

776,064

Paladin Energy Ltd. (a)

197,025

712,581

Westfield Group unit

98,324

1,064,895

Woolworths Ltd.

47,296

1,210,184

TOTAL AUSTRALIA

5,773,144

Bailiwick of Guernsey - 0.5%

Raven Russia Ltd.

1,143,200

816,454

Belgium - 1.8%

Anheuser-Busch InBev SA NV

32,405

1,526,177

Fortis (a)

313,700

1,362,718

TOTAL BELGIUM

2,888,895

Bermuda - 1.8%

Dufry South America Ltd. unit

40,982

712,042

Huabao International Holdings Ltd.

863,000

823,198

Northern Offshore Ltd. (a)(c)

730,000

1,147,378

Scorpion Offshore Ltd. (a)

66,000

265,102

TOTAL BERMUDA

2,947,720

Brazil - 2.9%

Banco Santander (Brasil) SA ADR (a)

89,400

1,060,284

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

52,000

821,080

PDG Realty S.A. Empreendimentos e Participacoes

99,200

827,981

Vivo Participacoes SA sponsored ADR

40,600

984,550

Votorantim Celulose e Papel SA sponsored ADR (a)

63,621

874,153

TOTAL BRAZIL

4,568,048

Canada - 6.5%

Canadian Imperial Bank of Commerce

19,500

1,116,498

Consolidated Thompson Iron Mines Ltd. (a)

206,800

954,888

Eastern Platinum Ltd. (a)

626,400

416,501

First Quantum Minerals Ltd.

14,000

956,993

First Uranium Corp. (a)

720,600

1,796,759

Grande Cache Coal Corp. (a)

243,400

838,419

Niko Resources Ltd.

10,700

865,605

OPTI Canada, Inc. (a)(c)

465,200

816,253

Common Stocks - continued

Shares

Value

Canada - continued

Research In Motion Ltd. (a)

20,900

$ 1,227,457

Suncor Energy, Inc.

41,900

1,389,895

TOTAL CANADA

10,379,268

Cayman Islands - 2.2%

China High Speed Transmission Equipment Group Co. Ltd.

166,000

332,920

Himax Technologies, Inc. sponsored ADR

300,700

793,848

JA Solar Holdings Co. Ltd. ADR (a)

238,100

911,923

Peak Sport Products Co. Ltd.

1,957,000

837,091

Trina Solar Ltd. ADR (a)(c)

21,500

698,320

TOTAL CAYMAN ISLANDS

3,574,102

China - 1.3%

China Construction Bank Corp. (H Shares)

1,512,000

1,303,577

NetEase.com, Inc. sponsored ADR (a)

21,200

818,744

TOTAL CHINA

2,122,321

Cyprus - 0.5%

Mirland Development Corp. PLC (a)(d)

281,000

762,374

Czech Republic - 0.5%

Ceske Energeticke Zavody AS

17,600

877,411

Denmark - 1.9%

Carlsberg AS Series B

12,900

910,534

Novo Nordisk AS Series B

17,300

1,077,445

Vestas Wind Systems AS (a)

14,008

992,896

TOTAL DENMARK

2,980,875

Egypt - 0.5%

Orascom Telecom Holding SAE unit

24,700

842,270

France - 7.6%

Atos Origin SA (a)

16,648

782,478

AXA SA sponsored ADR

53,600

1,329,280

BNP Paribas SA

25,526

1,932,605

Credit Agricole SA

59,500

1,147,437

Iliad Group SA

7,608

825,112

Nexity

21,000

784,307

Renault SA (a)

19,500

878,074

Saft Groupe SA

15,786

821,525

Sanofi-Aventis sponsored ADR

54,800

2,023,216

Societe Generale Series A

23,506

1,569,706

TOTAL FRANCE

12,093,740

Common Stocks - continued

Shares

Value

Germany - 2.2%

Aixtron AG

56,994

$ 1,708,422

HeidelbergCement AG

16,238

973,245

Metro AG

15,400

855,712

TOTAL GERMANY

3,537,379

Greece - 0.5%

Hellenic Telecommunications Organization SA

47,211

798,943

Hong Kong - 1.1%

China Resources Power Holdings Co. Ltd.

386,000

799,674

China Unicom (Hong Kong) Ltd. sponsored ADR

72,200

913,330

TOTAL HONG KONG

1,713,004

India - 3.9%

Bank of Baroda

76,802

829,888

BGR Energy Systems Ltd.

79,158

784,018

ICSA (India) Ltd.

308,015

1,165,353

Indiabulls Real Estate Ltd. (a)

157,262

823,350

MIC Electronics Ltd.

947,203

737,635

Reliance Industries Ltd.

28,176

1,140,910

Rural Electrification Corp. Ltd.

15,167

63,789

Sintex Industries Ltd.

150,563

662,307

TOTAL INDIA

6,207,250

Ireland - 0.5%

Covidien PLC

20,000

842,400

Israel - 1.8%

Bezeq Israeli Telecommunication Corp. Ltd.

368,900

825,401

Teva Pharmaceutical Industries Ltd. sponsored ADR

39,700

2,004,056

TOTAL ISRAEL

2,829,457

Italy - 0.9%

Intesa Sanpaolo SpA

354,032

1,497,805

Japan - 12.5%

eAccess Ltd.

1,272

892,184

Elpida Memory, Inc. (a)

60,000

783,947

Hitachi Ltd.

294,000

949,336

Itochu Corp.

149,000

941,849

Japan Tobacco, Inc.

381

1,068,957

JTEKT Corp.

73,900

780,713

Kyocera Corp.

12,100

1,015,056

Mazda Motor Corp.

372,000

839,600

Mitsubishi Corp.

52,900

1,121,561

Common Stocks - continued

Shares

Value

Japan - continued

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

396,000

$ 2,102,760

Mitsubishi UFJ Lease & Finance Co. Ltd.

26,640

793,538

Mitsui & Co. Ltd.

79,700

1,046,754

ORIX Corp.

22,660

1,463,800

Sapporo Breweries Ltd. (c)

180,000

939,903

Softbank Corp.

46,200

1,088,711

Sony Corp. sponsored ADR

38,900

1,143,271

Sumco Corp.

40,800

778,644

Sumitomo Mitsui Financial Group, Inc.

36,200

1,230,511

Toshiba Corp.

181,000

1,034,535

TOTAL JAPAN

20,015,630

Korea (South) - 3.0%

DigiTech Systems Co., Ltd. (a)

15,989

331,748

Hanjin Heavy Industries & Consolidated Co. Ltd.

68,566

1,220,650

Hyundai Mipo Dockyard Co. Ltd.

14,244

1,169,179

LG Corp.

15,351

866,495

Lumens Co. Ltd. (a)

205,816

1,143,180

TOTAL KOREA (SOUTH)

4,731,252

Luxembourg - 0.6%

Millicom International Cellular SA (a)

14,900

933,634

Netherlands - 1.3%

Gemalto NV (a)

19,962

842,624

ING Groep NV sponsored ADR (a)

98,200

1,266,780

TOTAL NETHERLANDS

2,109,404

Norway - 1.1%

DnB NOR ASA (a)

78,200

900,664

Sevan Marine ASA (a)(c)

553,528

898,041

TOTAL NORWAY

1,798,705

Qatar - 0.7%

Commercial Bank of Qatar GDR (Reg. S)

275,158

1,088,134

Russia - 3.8%

LSR Group OJSC GDR (Reg. S) (a)

115,800

867,342

Mechel Steel Group OAO sponsored ADR

53,000

909,480

OAO Gazprom sponsored ADR

68,124

1,609,770

OAO NOVATEK GDR

17,100

863,550

OGK-2 JSC GDR (Reg. S) (a)

247,800

832,863

RusHydro JSC sponsored ADR (a)

272,291

969,356

TOTAL RUSSIA

6,052,361

Common Stocks - continued

Shares

Value

South Africa - 2.9%

African Bank Investments Ltd.

211,700

$ 834,606

MTN Group Ltd.

72,800

1,094,912

Murray & Roberts Holdings Ltd.

111,700

806,099

Naspers Ltd. Class N

27,300

993,947

Raubex Group Ltd.

284,166

891,145

TOTAL SOUTH AFRICA

4,620,709

Spain - 4.6%

Banco Santander SA

147,697

2,376,618

EDP Renovaveis SA (a)

85,459

852,634

Grupo Acciona SA

6,976

853,066

NH Hoteles SA (a)

197,334

1,035,229

Telefonica SA

79,179

2,211,043

TOTAL SPAIN

7,328,590

Sweden - 1.0%

EnergyO Solutions AB (a)

345,400

1,685,165

Switzerland - 2.7%

Actelion Ltd. (Reg.) (a)

22,478

1,240,989

Swiss Reinsurance Co. (Reg.)

25,502

1,044,337

UBS AG (NY Shares) (a)(d)

119,800

1,987,482

TOTAL SWITZERLAND

4,272,808

Taiwan - 0.5%

Prime View International Co. Ltd.

508,000

824,645

Ukraine - 0.3%

Ukrnafta Open JSC sponsored ADR (a)(d)

3,300

441,906

United Kingdom - 15.0%

Anglo American PLC (United Kingdom) (a)

41,900

1,523,730

Barclays PLC Sponsored ADR (c)

96,800

2,023,120

BG Group PLC

97,957

1,696,712

BT Group PLC

475,100

1,018,457

Cairn Energy PLC (a)

19,026

825,279

Carphone Warehouse Group PLC

255,942

773,598

Centrica PLC

283,237

1,154,641

Debenhams PLC

615,217

786,839

HSBC Holdings PLC sponsored ADR (c)

59,400

3,290,170

Imperial Tobacco Group PLC

39,676

1,172,521

Lloyds TSB Group PLC

785,100

1,121,797

Royal Dutch Shell PLC Class B

102,927

2,963,998

SABMiller PLC

41,300

1,086,936

Taylor Wimpey PLC (a)

1,383,394

840,819

Common Stocks - continued

Shares

Value

United Kingdom - continued

Tesco PLC

250,457

$ 1,675,024

Vedanta Resources PLC

25,900

889,998

Xstrata PLC

78,500

1,137,377

TOTAL UNITED KINGDOM

23,981,016

United States of America - 7.3%

Bank of America Corp.

134,600

1,962,468

Ener1, Inc. (a)

185,453

925,410

JPMorgan Chase & Co.

22,300

931,471

Morgan Stanley

34,400

1,104,928

Pfizer, Inc.

65,400

1,113,762

PNC Financial Services Group, Inc.

18,600

910,284

Rubicon Technology, Inc. (a)(c)

62,920

951,350

U.S. Bancorp, Delaware

36,200

840,564

Veeco Instruments, Inc. (a)

45,100

1,098,185

Virgin Media, Inc.

54,700

764,159

Wells Fargo & Co.

37,800

1,040,256

TOTAL UNITED STATES OF AMERICA

11,642,837

TOTAL COMMON STOCKS

(Cost $153,306,134)

159,579,656

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Italy - 0.5%

Fiat SpA (Risparmio Shares)
(Cost $525,682)

87,600

837,901

Money Market Funds - 3.5%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)
(Cost $5,590,668)

5,590,668

5,590,668

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $159,422,484)

166,008,225

NET OTHER ASSETS - (3.8)%

(6,086,432)

NET ASSETS - 100%

$ 159,921,793

Legend

(a) Non-income producing

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

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

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

(e) 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.

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

$ 14,160

Fidelity Securities Lending Cash Central Fund

287,765

Total

$ 301,925

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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

$ 23,981,016

$ 19,998,561

$ 3,982,455

$ -

Japan

20,015,630

3,246,031

16,769,599

-

France

12,093,740

12,093,740

-

-

United States of America

11,642,837

11,642,837

-

-

Canada

10,379,268

10,379,268

-

-

Spain

7,328,590

2,740,929

4,587,661

-

India

6,207,250

-

6,207,250

-

Russia

6,052,361

6,052,361

-

-

Australia

5,773,144

-

5,773,144

-

Other

56,943,721

45,606,199

11,337,522

-

Money Market Funds

5,590,668

5,590,668

-

-

Total Investments in Securities:

$ 166,008,225

$ 117,350,594

$ 48,657,631

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $124,578,673 of which $100,610,801 and $23,967,872 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,162,311) - See accompanying schedule:

Unaffiliated issuers (cost $153,831,816)

$ 160,417,557

 

Fidelity Central Funds (cost $5,590,668)

5,590,668

 

Total Investments (cost $159,422,484)

 

$ 166,008,225

Cash

380,972

Foreign currency held at value (cost $560,395)

561,534

Receivable for investments sold
Regular delivery

 

18,210,669

Delayed delivery

 

508,514

Receivable for fund shares sold

104,709

Dividends receivable

172,208

Distributions receivable from Fidelity Central Funds

6,028

Prepaid expenses

990

Other receivables

327,267

Total assets

186,281,116

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 18,954,725

Delayed delivery

962,847

Payable for fund shares redeemed

473,133

Accrued management fee

73,252

Distribution fees payable

75,294

Other affiliated payables

53,979

Other payables and accrued expenses

175,425

Collateral on securities loaned, at value

5,590,668

Total liabilities

26,359,323

 

 

 

Net Assets

$ 159,921,793

Net Assets consist of:

 

Paid in capital

$ 278,060,395

Undistributed net investment income

962,200

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

(125,625,077)

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

6,524,275

Net Assets

$ 159,921,793

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($43,388,800 ÷ 4,644,029 shares)

$ 9.34

 

 

 

Maximum offering price per share (100/94.25 of $9.34)

$ 9.91

Class T:
Net Asset Value
and redemption price per share ($78,004,838 ÷ 8,515,224 shares)

$ 9.16

 

 

 

Maximum offering price per share (100/96.50 of $9.16)

$ 9.49

Class B:
Net Asset Value
and offering price per share ($10,661,153 ÷ 1,252,928 shares)A

$ 8.51

 

 

 

Class C:
Net Asset Value
and offering price per share ($24,574,627 ÷ 2,886,421 shares)A

$ 8.51

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,292,375 ÷ 332,196 shares)

$ 9.91

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 2,949,524

Interest

 

141,947

Income from Fidelity Central Funds (including $287,765 from security lending)

 

301,925

 

 

3,393,396

Less foreign taxes withheld

 

(234,640)

Total income

 

3,158,756

 

 

 

Expenses

Management fee
Basic fee

$ 947,925

Performance adjustment

(410,828)

Transfer agent fees

428,802

Distribution fees

710,650

Accounting and security lending fees

70,345

Custodian fees and expenses

177,035

Independent trustees' compensation

948

Registration fees

64,288

Audit

81,624

Legal

691

Miscellaneous

2,115

Total expenses before reductions

2,073,595

Expense reductions

(154,626)

1,918,969

Net investment income (loss)

1,239,787

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $209,500)

(23,269,816)

Foreign currency transactions

(64,255)

Total net realized gain (loss)

 

(23,334,071)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $108,264)

73,136,730

Assets and liabilities in foreign currencies

(1,652)

Total change in net unrealized appreciation (depreciation)

 

73,135,078

Net gain (loss)

49,801,007

Net increase (decrease) in net assets resulting from operations

$ 51,040,794

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,239,787

$ 1,880,054

Net realized gain (loss)

(23,334,071)

(92,152,180)

Change in net unrealized appreciation (depreciation)

73,135,078

(99,360,272)

Net increase (decrease) in net assets resulting
from operations

51,040,794

(189,632,398)

Distributions to shareholders from net investment income

(277,587)

(449,119)

Distributions to shareholders from net realized gain

-

(86,586,412)

Total distributions

(277,587)

(87,035,531)

Share transactions - net increase (decrease)

(18,914,139)

(12,610,728)

Redemption fees

2,824

6,208

Total increase (decrease) in net assets

31,851,892

(289,272,449)

 

 

 

Net Assets

Beginning of period

128,069,901

417,342,350

End of period (including undistributed net investment income of $962,200 and undistributed net investment income of $0, respectively)

$ 159,921,793

$ 128,069,901

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.39

$ 18.64

$ 17.79

$ 17.38

$ 15.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .07

  .12

  .12

Net realized and unrealized gain (loss)

  2.88

  (8.42)

  3.81

  2.73

  1.86

Total from investment operations

  2.97

  (8.31)

  3.88

  2.85

  1.98

Distributions from net investment income

  (.02)

  (.05)

  (.12)

  (.20)

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.02)

  (3.94)

  (3.03) H

  (2.44)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.34

$ 6.39

$ 18.64

$ 17.79

$ 17.38

Total Return A, B

  46.61%

  (55.70)%

  24.76%

  17.62%

  12.86%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.27%

  1.42%

  1.47%

  1.43%

  1.44%

Expenses net of fee waivers, if any

  1.27%

  1.42%

  1.47%

  1.43%

  1.44%

Expenses net of all reductions

  1.15%

  1.25%

  1.39%

  1.32%

  1.30%

Net investment income (loss)

  1.22%

  .95%

  .39%

  .70%

  .71%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 43,389

$ 35,517

$ 113,579

$ 110,240

$ 113,809

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $3.026 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.28

$ 18.38

$ 17.57

$ 17.18

$ 15.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .08

  .03

  .08

  .08

Net realized and unrealized gain (loss)

  2.82

  (8.28)

  3.76

  2.70

  1.84

Total from investment operations

  2.89

  (8.20)

  3.79

  2.78

  1.92

Distributions from net investment income

  (.01)

  (.01)

  (.07)

  (.15)

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.01)

  (3.90)

  (2.98) H

  (2.39)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.16

$ 6.28

$ 18.38

$ 17.57

$ 17.18

Total Return A, B

  46.23%

  (55.79)%

  24.47%

  17.38%

  12.58%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.52%

  1.65%

  1.69%

  1.65%

  1.67%

Expenses net of fee waivers, if any

  1.52%

  1.65%

  1.69%

  1.65%

  1.67%

Expenses net of all reductions

  1.41%

  1.48%

  1.61%

  1.54%

  1.53%

Net investment income (loss)

  .96%

  .71%

  .18%

  .48%

  .47%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 78,005

$ 57,603

$ 179,990

$ 188,320

$ 216,717

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.977 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 5.86

$ 17.36

$ 16.72

$ 16.46

$ 14.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .02

  (.06)

  (.02)

  (.02)

Net realized and unrealized gain (loss)

  2.63

  (7.75)

  3.57

  2.57

  1.78

Total from investment operations

  2.66

  (7.73)

  3.51

  2.55

  1.76

Distributions from net investment income

  (.01)

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (3.77)

  (2.87)

  (2.24)

  -

Total distributions

  (.01)

  (3.77)

  (2.87) H

  (2.29)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.51

$ 5.86

$ 17.36

$ 16.72

$ 16.46

Total Return A, B

  45.50%

  (56.02)%

  23.85%

  16.58%

  11.97%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.02%

  2.17%

  2.24%

  2.26%

  2.27%

Expenses net of fee waivers, if any

  2.02%

  2.17%

  2.24%

  2.25%

  2.27%

Expenses net of all reductions

  1.90%

  2.01%

  2.17%

  2.14%

  2.13%

Net investment income (loss)

  .47%

  .19%

  (.38)%

  (.13)%

  (.13)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,661

$ 10,356

$ 40,013

$ 51,661

$ 57,168

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.869 per share is comprised of distributions from net realized gain of $2.869 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 5.87

$ 17.42

$ 16.80

$ 16.52

$ 14.74

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .02

  (.05)

  (.01)

  - G

Net realized and unrealized gain (loss)

  2.62

  (7.75)

  3.57

  2.60

  1.78

Total from investment operations

  2.65

  (7.73)

  3.52

  2.59

  1.78

Distributions from net investment income

  (.01)

  -

  -

  (.07)

  -

Distributions from net realized gain

  -

  (3.82)

  (2.90)

  (2.24)

  -

Total distributions

  (.01)

  (3.82)

  (2.90) H

  (2.31)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.51

$ 5.87

$ 17.42

$ 16.80

$ 16.52

Total Return A, B

  45.26%

  (55.95)%

  23.85%

  16.75%

  12.08%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.02%

  2.16%

  2.19%

  2.16%

  2.17%

Expenses net of fee waivers, if any

  2.02%

  2.16%

  2.19%

  2.16%

  2.17%

Expenses net of all reductions

  1.90%

  2.00%

  2.12%

  2.05%

  2.04%

Net investment income (loss)

  .47%

  .20%

  (.33)%

  (.03)%

  (.03)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,575

$ 20,973

$ 66,298

$ 66,162

$ 67,429

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.903 per share is comprised of distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.77

$ 19.49

$ 18.46

$ 17.70

$ 15.65

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .16

  .13

  .20

  .16

Net realized and unrealized gain (loss)

  3.05

  (8.88)

  3.97

  2.80

  1.89

Total from investment operations

  3.16

  (8.72)

  4.10

  3.00

  2.05

Distributions from net investment income

  (.02)

  (.11)

  (.17)

  -

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.02)

  (4.00)

  (3.07) G

  (2.24)

  -

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.91

$ 6.77

$ 19.49

$ 18.46

$ 17.70

Total Return A

  46.85%

  (55.51)%

  25.16%

  18.09%

  13.10%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  1.12%

  1.14%

  1.04%

  1.23%

Expenses net of fee waivers, if any

  1.00%

  1.12%

  1.14%

  1.04%

  1.23%

Expenses net of all reductions

  .89%

  .95%

  1.07%

  .93%

  1.09%

Net investment income (loss)

  1.48%

  1.24%

  .72%

  1.08%

  .92%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,292

$ 3,620

$ 17,463

$ 24,536

$ 209,278

Portfolio turnover rate D

  414%

  394%

  146%

  170%

  176%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

G Total distributions of $3.069 per share is comprised of distributions from net investment income of $.166 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor International Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 12,527,125

 

Gross unrealized depreciation

(9,655,638)

 

Net unrealized appreciation (depreciation)

$ 2,871,487

 

 

 

 

Tax Cost

$ 163,136,738

 

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

Undistributed ordinary income

$ 3,630,050

 

Capital loss carryforward

$ (124,578,673)

 

Net unrealized appreciation (depreciation)

$ 2,840,470

 

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 277,587

$ 61,767,784

Long-term Capital Gains

-

25,267,747

Total

$ 277,587

$ 87,035,531

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

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 value of 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 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $544,015,300 and $558,973,326, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund, as compared to an appropriate benchmark index. The Fund's performance period began on August 1, 2007 and subsequent months will be added until the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

performance period includes 36 months. The Fund's performance adjustment took effect in July 2008. For the period, the total annual management fee rate, including the performance adjustment, was .40% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 88,356

$ 801

Class T

.25%

.25%

318,818

-

Class B

.75%

.25%

96,459

72,507

Class C

.75%

.25%

207,017

7,563

 

 

 

$ 710,650

$ 80,871

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 6,644

Class T

4,242

Class B*

15,344

Class C*

591

 

$ 26,821

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 113,359

.32

Class T

207,592

.32

Class B

31,028

.32

Class C

66,682

.32

Institutional Class

10,141

.30

 

$ 428,802

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,594 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $675 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $151,568 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,058.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 90,651

$ 287,025

Class T

125,926

77,076

Class B

16,994

-

Class C

34,453

-

Institutional Class

9,563

85,018

Total

$ 277,587

$ 449,119

From net realized gain

 

 

Class A

$ -

$ 23,298,138

Class T

-

37,538,694

Class B

-

8,239,219

Class C

-

14,357,087

Institutional Class

-

3,153,274

Total

$ -

$ 86,586,412

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

1,129,010

1,431,300

$ 8,639,569

$ 17,317,299

Reinvestment of distributions

15,048

1,636,300

84,718

22,086,470

Shares redeemed

(2,053,924)

(3,607,367)

(14,153,371)

(41,159,063)

Net increase (decrease)

(909,866)

(539,767)

$ (5,429,084)

$ (1,755,294)

Class T

 

 

 

 

Shares sold

2,801,470

1,551,828

$ 19,344,738

$ 17,883,865

Reinvestment of distributions

22,238

2,762,616

122,972

36,709,081

Shares redeemed

(3,476,400)

(4,939,378)

(24,109,988)

(56,071,739)

Net increase (decrease)

(652,692)

(624,934)

$ (4,642,278)

$ (1,478,793)

Class B

 

 

 

 

Shares sold

121,733

180,465

$ 814,350

$ 2,040,117

Reinvestment of distributions

2,955

561,875

15,248

6,999,729

Shares redeemed

(638,553)

(1,280,800)

(4,025,209)

(14,130,453)

Net increase (decrease)

(513,865)

(538,460)

$ (3,195,611)

$ (5,090,607)

Class C

 

 

 

 

Shares sold

347,098

410,295

$ 2,336,196

$ 4,723,686

Reinvestment of distributions

5,910

998,851

30,494

12,453,463

Shares redeemed

(1,042,577)

(1,638,733)

(6,402,136)

(17,110,227)

Net increase (decrease)

(689,569)

(229,587)

$ (4,035,446)

$ 66,922

Institutional Class

 

 

 

 

Shares sold

52,991

76,928

$ 417,607

$ 984,464

Reinvestment of distributions

1,321

166,560

7,870

2,373,119

Shares redeemed

(257,103)

(604,322)

(2,037,197)

(7,710,539)

Net increase (decrease)

(202,791)

(360,834)

$ (1,611,720)

$ (4,352,956)

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor International Capital Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor International Capital Appreciation Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor International Capital Appreciation Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/7/09

12/4/09

$0.081

$0.155

Class T

12/7/09

12/4/09

$0.060

$0.155

Class B

12/7/09

12/4/09

$0.030

$0.155

Class C

12/7/09

12/4/09

$0.037

$0.155

Class A designates 40%; Class T designates 44%; Class B designates 50%; and Class C designates 50%; of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/8/08

$0.035

$0.0177

Class T

12/8/08

$0.032

$0.0177

Class B

12/8/08

$0.028

$0.0177

Class C

12/8/08

$0.028

$0.0177

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor International Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor International Capital Appreciation Fund


fid5193

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor International Capital Appreciation Fund


fid5195

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

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

Brown Brothers Harriman & Co.

Boston, MA

AICAP-UANN-1209
1.784754.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

International
Capital Appreciation

Fund - Institutional Class

Annual Report

October 31, 2009

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

 

Past 1
year

Past 5
years

Past 10
years

Institutional Class

 

46.85%

1.78%

2.02%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor International Capital Appreciation Fund - Institutional Class on October 31, 1999. 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.


fid5211

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Sammy Simnegar, Portfolio Manager of Fidelity® Advisor International Capital Appreciation Fund: During the past year, the fund's Institutional Class shares returned 46.85%, handily beating the 34.26% return of the MSCI All Country World ex USA Index. Stock selection in materials accounted for roughly half of the fund's edge over the index. Also helping were my picks in energy, telecommunications services, health care and financials, among other sectors. In fact, industrials was the only detracting sector. Investment bank Morgan Stanley was our top contributor, as the company's woes during the credit crisis gave way to a soaring stock price amid easing concerns about its balance sheet. Also bolstering our results was U.K.-based metals and minerals producer Rio Tinto, Belgian brewer Anheuser-Busch InBev, Russian steel producer Evraz Group, Swiss copper and coal miner Xstrata, and Canadian gold producer Agnico-Eagle Mines. German LED lighting equipment maker Aixtron helped as well. Conversely, commercial bank Citigroup suffered serious deterioration in its balance sheet and held back performance. Other detractors were Japanese finance company ORIX and copper miner Mercator Minerals, which I sold. Morgan Stanley, Evraz, Aixtron, Citigroup and Mercator Minerals were out-of-index positions. Some stocks I've mentioned were sold by period end.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,365.50

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Class T

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,363.10

$ 9.83

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,359.40

$ 12.85

HypotheticalA

 

$ 1,000.00

$ 1,014.32

$ 10.97

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,359.40

$ 12.85

HypotheticalA

 

$ 1,000.00

$ 1,014.32

$ 10.97

Institutional Class

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,366.90

$ 6.80

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.80

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.1

1.6

Royal Dutch Shell PLC Class B (United Kingdom, Oil, Gas & Consumable Fuels)

1.9

0.0

Banco Santander SA (Spain, Commercial Banks)

1.5

0.0

Telefonica SA (Spain, Diversified Telecommunication Services)

1.4

1.7

Mitsubishi UFJ Financial Group, Inc. sponsored ADR (Japan, Commercial Banks)

1.3

1.6

 

8.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.2

23.9

Information Technology

11.2

6.2

Energy

11.1

8.8

Materials

9.1

11.8

Industrials

8.9

9.9

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

15.0

14.2

Japan

12.5

15.2

France

7.6

9.9

United States of America

7.3

9.7

Canada

6.5

6.1

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 100.3%

 

fid5184

Stocks 97.0%

 

fid5187

Short-Term
Investments and
Net Other Assets (0.3)%

 

fid5189

Short-Term
Investments and
Net Other Assets 3.0%

 

fid5217

Short-Term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

Australia - 3.6%

Karoon Gas Australia Ltd. (a)

62,716

$ 424,604

MacArthur Coal Ltd.

90,905

680,707

Origin Energy Ltd.

63,074

904,109

OZ Minerals Ltd. (a)

742,415

776,064

Paladin Energy Ltd. (a)

197,025

712,581

Westfield Group unit

98,324

1,064,895

Woolworths Ltd.

47,296

1,210,184

TOTAL AUSTRALIA

5,773,144

Bailiwick of Guernsey - 0.5%

Raven Russia Ltd.

1,143,200

816,454

Belgium - 1.8%

Anheuser-Busch InBev SA NV

32,405

1,526,177

Fortis (a)

313,700

1,362,718

TOTAL BELGIUM

2,888,895

Bermuda - 1.8%

Dufry South America Ltd. unit

40,982

712,042

Huabao International Holdings Ltd.

863,000

823,198

Northern Offshore Ltd. (a)(c)

730,000

1,147,378

Scorpion Offshore Ltd. (a)

66,000

265,102

TOTAL BERMUDA

2,947,720

Brazil - 2.9%

Banco Santander (Brasil) SA ADR (a)

89,400

1,060,284

Companhia Energetica de Minas Gerais (CEMIG) (PN) sponsored ADR (non-vtg.)

52,000

821,080

PDG Realty S.A. Empreendimentos e Participacoes

99,200

827,981

Vivo Participacoes SA sponsored ADR

40,600

984,550

Votorantim Celulose e Papel SA sponsored ADR (a)

63,621

874,153

TOTAL BRAZIL

4,568,048

Canada - 6.5%

Canadian Imperial Bank of Commerce

19,500

1,116,498

Consolidated Thompson Iron Mines Ltd. (a)

206,800

954,888

Eastern Platinum Ltd. (a)

626,400

416,501

First Quantum Minerals Ltd.

14,000

956,993

First Uranium Corp. (a)

720,600

1,796,759

Grande Cache Coal Corp. (a)

243,400

838,419

Niko Resources Ltd.

10,700

865,605

OPTI Canada, Inc. (a)(c)

465,200

816,253

Common Stocks - continued

Shares

Value

Canada - continued

Research In Motion Ltd. (a)

20,900

$ 1,227,457

Suncor Energy, Inc.

41,900

1,389,895

TOTAL CANADA

10,379,268

Cayman Islands - 2.2%

China High Speed Transmission Equipment Group Co. Ltd.

166,000

332,920

Himax Technologies, Inc. sponsored ADR

300,700

793,848

JA Solar Holdings Co. Ltd. ADR (a)

238,100

911,923

Peak Sport Products Co. Ltd.

1,957,000

837,091

Trina Solar Ltd. ADR (a)(c)

21,500

698,320

TOTAL CAYMAN ISLANDS

3,574,102

China - 1.3%

China Construction Bank Corp. (H Shares)

1,512,000

1,303,577

NetEase.com, Inc. sponsored ADR (a)

21,200

818,744

TOTAL CHINA

2,122,321

Cyprus - 0.5%

Mirland Development Corp. PLC (a)(d)

281,000

762,374

Czech Republic - 0.5%

Ceske Energeticke Zavody AS

17,600

877,411

Denmark - 1.9%

Carlsberg AS Series B

12,900

910,534

Novo Nordisk AS Series B

17,300

1,077,445

Vestas Wind Systems AS (a)

14,008

992,896

TOTAL DENMARK

2,980,875

Egypt - 0.5%

Orascom Telecom Holding SAE unit

24,700

842,270

France - 7.6%

Atos Origin SA (a)

16,648

782,478

AXA SA sponsored ADR

53,600

1,329,280

BNP Paribas SA

25,526

1,932,605

Credit Agricole SA

59,500

1,147,437

Iliad Group SA

7,608

825,112

Nexity

21,000

784,307

Renault SA (a)

19,500

878,074

Saft Groupe SA

15,786

821,525

Sanofi-Aventis sponsored ADR

54,800

2,023,216

Societe Generale Series A

23,506

1,569,706

TOTAL FRANCE

12,093,740

Common Stocks - continued

Shares

Value

Germany - 2.2%

Aixtron AG

56,994

$ 1,708,422

HeidelbergCement AG

16,238

973,245

Metro AG

15,400

855,712

TOTAL GERMANY

3,537,379

Greece - 0.5%

Hellenic Telecommunications Organization SA

47,211

798,943

Hong Kong - 1.1%

China Resources Power Holdings Co. Ltd.

386,000

799,674

China Unicom (Hong Kong) Ltd. sponsored ADR

72,200

913,330

TOTAL HONG KONG

1,713,004

India - 3.9%

Bank of Baroda

76,802

829,888

BGR Energy Systems Ltd.

79,158

784,018

ICSA (India) Ltd.

308,015

1,165,353

Indiabulls Real Estate Ltd. (a)

157,262

823,350

MIC Electronics Ltd.

947,203

737,635

Reliance Industries Ltd.

28,176

1,140,910

Rural Electrification Corp. Ltd.

15,167

63,789

Sintex Industries Ltd.

150,563

662,307

TOTAL INDIA

6,207,250

Ireland - 0.5%

Covidien PLC

20,000

842,400

Israel - 1.8%

Bezeq Israeli Telecommunication Corp. Ltd.

368,900

825,401

Teva Pharmaceutical Industries Ltd. sponsored ADR

39,700

2,004,056

TOTAL ISRAEL

2,829,457

Italy - 0.9%

Intesa Sanpaolo SpA

354,032

1,497,805

Japan - 12.5%

eAccess Ltd.

1,272

892,184

Elpida Memory, Inc. (a)

60,000

783,947

Hitachi Ltd.

294,000

949,336

Itochu Corp.

149,000

941,849

Japan Tobacco, Inc.

381

1,068,957

JTEKT Corp.

73,900

780,713

Kyocera Corp.

12,100

1,015,056

Mazda Motor Corp.

372,000

839,600

Mitsubishi Corp.

52,900

1,121,561

Common Stocks - continued

Shares

Value

Japan - continued

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

396,000

$ 2,102,760

Mitsubishi UFJ Lease & Finance Co. Ltd.

26,640

793,538

Mitsui & Co. Ltd.

79,700

1,046,754

ORIX Corp.

22,660

1,463,800

Sapporo Breweries Ltd. (c)

180,000

939,903

Softbank Corp.

46,200

1,088,711

Sony Corp. sponsored ADR

38,900

1,143,271

Sumco Corp.

40,800

778,644

Sumitomo Mitsui Financial Group, Inc.

36,200

1,230,511

Toshiba Corp.

181,000

1,034,535

TOTAL JAPAN

20,015,630

Korea (South) - 3.0%

DigiTech Systems Co., Ltd. (a)

15,989

331,748

Hanjin Heavy Industries & Consolidated Co. Ltd.

68,566

1,220,650

Hyundai Mipo Dockyard Co. Ltd.

14,244

1,169,179

LG Corp.

15,351

866,495

Lumens Co. Ltd. (a)

205,816

1,143,180

TOTAL KOREA (SOUTH)

4,731,252

Luxembourg - 0.6%

Millicom International Cellular SA (a)

14,900

933,634

Netherlands - 1.3%

Gemalto NV (a)

19,962

842,624

ING Groep NV sponsored ADR (a)

98,200

1,266,780

TOTAL NETHERLANDS

2,109,404

Norway - 1.1%

DnB NOR ASA (a)

78,200

900,664

Sevan Marine ASA (a)(c)

553,528

898,041

TOTAL NORWAY

1,798,705

Qatar - 0.7%

Commercial Bank of Qatar GDR (Reg. S)

275,158

1,088,134

Russia - 3.8%

LSR Group OJSC GDR (Reg. S) (a)

115,800

867,342

Mechel Steel Group OAO sponsored ADR

53,000

909,480

OAO Gazprom sponsored ADR

68,124

1,609,770

OAO NOVATEK GDR

17,100

863,550

OGK-2 JSC GDR (Reg. S) (a)

247,800

832,863

RusHydro JSC sponsored ADR (a)

272,291

969,356

TOTAL RUSSIA

6,052,361

Common Stocks - continued

Shares

Value

South Africa - 2.9%

African Bank Investments Ltd.

211,700

$ 834,606

MTN Group Ltd.

72,800

1,094,912

Murray & Roberts Holdings Ltd.

111,700

806,099

Naspers Ltd. Class N

27,300

993,947

Raubex Group Ltd.

284,166

891,145

TOTAL SOUTH AFRICA

4,620,709

Spain - 4.6%

Banco Santander SA

147,697

2,376,618

EDP Renovaveis SA (a)

85,459

852,634

Grupo Acciona SA

6,976

853,066

NH Hoteles SA (a)

197,334

1,035,229

Telefonica SA

79,179

2,211,043

TOTAL SPAIN

7,328,590

Sweden - 1.0%

EnergyO Solutions AB (a)

345,400

1,685,165

Switzerland - 2.7%

Actelion Ltd. (Reg.) (a)

22,478

1,240,989

Swiss Reinsurance Co. (Reg.)

25,502

1,044,337

UBS AG (NY Shares) (a)(d)

119,800

1,987,482

TOTAL SWITZERLAND

4,272,808

Taiwan - 0.5%

Prime View International Co. Ltd.

508,000

824,645

Ukraine - 0.3%

Ukrnafta Open JSC sponsored ADR (a)(d)

3,300

441,906

United Kingdom - 15.0%

Anglo American PLC (United Kingdom) (a)

41,900

1,523,730

Barclays PLC Sponsored ADR (c)

96,800

2,023,120

BG Group PLC

97,957

1,696,712

BT Group PLC

475,100

1,018,457

Cairn Energy PLC (a)

19,026

825,279

Carphone Warehouse Group PLC

255,942

773,598

Centrica PLC

283,237

1,154,641

Debenhams PLC

615,217

786,839

HSBC Holdings PLC sponsored ADR (c)

59,400

3,290,170

Imperial Tobacco Group PLC

39,676

1,172,521

Lloyds TSB Group PLC

785,100

1,121,797

Royal Dutch Shell PLC Class B

102,927

2,963,998

SABMiller PLC

41,300

1,086,936

Taylor Wimpey PLC (a)

1,383,394

840,819

Common Stocks - continued

Shares

Value

United Kingdom - continued

Tesco PLC

250,457

$ 1,675,024

Vedanta Resources PLC

25,900

889,998

Xstrata PLC

78,500

1,137,377

TOTAL UNITED KINGDOM

23,981,016

United States of America - 7.3%

Bank of America Corp.

134,600

1,962,468

Ener1, Inc. (a)

185,453

925,410

JPMorgan Chase & Co.

22,300

931,471

Morgan Stanley

34,400

1,104,928

Pfizer, Inc.

65,400

1,113,762

PNC Financial Services Group, Inc.

18,600

910,284

Rubicon Technology, Inc. (a)(c)

62,920

951,350

U.S. Bancorp, Delaware

36,200

840,564

Veeco Instruments, Inc. (a)

45,100

1,098,185

Virgin Media, Inc.

54,700

764,159

Wells Fargo & Co.

37,800

1,040,256

TOTAL UNITED STATES OF AMERICA

11,642,837

TOTAL COMMON STOCKS

(Cost $153,306,134)

159,579,656

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Italy - 0.5%

Fiat SpA (Risparmio Shares)
(Cost $525,682)

87,600

837,901

Money Market Funds - 3.5%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)
(Cost $5,590,668)

5,590,668

5,590,668

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $159,422,484)

166,008,225

NET OTHER ASSETS - (3.8)%

(6,086,432)

NET ASSETS - 100%

$ 159,921,793

Legend

(a) Non-income producing

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

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

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

(e) 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.

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

$ 14,160

Fidelity Securities Lending Cash Central Fund

287,765

Total

$ 301,925

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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

$ 23,981,016

$ 19,998,561

$ 3,982,455

$ -

Japan

20,015,630

3,246,031

16,769,599

-

France

12,093,740

12,093,740

-

-

United States of America

11,642,837

11,642,837

-

-

Canada

10,379,268

10,379,268

-

-

Spain

7,328,590

2,740,929

4,587,661

-

India

6,207,250

-

6,207,250

-

Russia

6,052,361

6,052,361

-

-

Australia

5,773,144

-

5,773,144

-

Other

56,943,721

45,606,199

11,337,522

-

Money Market Funds

5,590,668

5,590,668

-

-

Total Investments in Securities:

$ 166,008,225

$ 117,350,594

$ 48,657,631

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $124,578,673 of which $100,610,801 and $23,967,872 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,162,311) - See accompanying schedule:

Unaffiliated issuers (cost $153,831,816)

$ 160,417,557

 

Fidelity Central Funds (cost $5,590,668)

5,590,668

 

Total Investments (cost $159,422,484)

 

$ 166,008,225

Cash

380,972

Foreign currency held at value (cost $560,395)

561,534

Receivable for investments sold
Regular delivery

 

18,210,669

Delayed delivery

 

508,514

Receivable for fund shares sold

104,709

Dividends receivable

172,208

Distributions receivable from Fidelity Central Funds

6,028

Prepaid expenses

990

Other receivables

327,267

Total assets

186,281,116

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 18,954,725

Delayed delivery

962,847

Payable for fund shares redeemed

473,133

Accrued management fee

73,252

Distribution fees payable

75,294

Other affiliated payables

53,979

Other payables and accrued expenses

175,425

Collateral on securities loaned, at value

5,590,668

Total liabilities

26,359,323

 

 

 

Net Assets

$ 159,921,793

Net Assets consist of:

 

Paid in capital

$ 278,060,395

Undistributed net investment income

962,200

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

(125,625,077)

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

6,524,275

Net Assets

$ 159,921,793

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($43,388,800 ÷ 4,644,029 shares)

$ 9.34

 

 

 

Maximum offering price per share (100/94.25 of $9.34)

$ 9.91

Class T:
Net Asset Value
and redemption price per share ($78,004,838 ÷ 8,515,224 shares)

$ 9.16

 

 

 

Maximum offering price per share (100/96.50 of $9.16)

$ 9.49

Class B:
Net Asset Value
and offering price per share ($10,661,153 ÷ 1,252,928 shares)A

$ 8.51

 

 

 

Class C:
Net Asset Value
and offering price per share ($24,574,627 ÷ 2,886,421 shares)A

$ 8.51

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,292,375 ÷ 332,196 shares)

$ 9.91

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 2,949,524

Interest

 

141,947

Income from Fidelity Central Funds (including $287,765 from security lending)

 

301,925

 

 

3,393,396

Less foreign taxes withheld

 

(234,640)

Total income

 

3,158,756

 

 

 

Expenses

Management fee
Basic fee

$ 947,925

Performance adjustment

(410,828)

Transfer agent fees

428,802

Distribution fees

710,650

Accounting and security lending fees

70,345

Custodian fees and expenses

177,035

Independent trustees' compensation

948

Registration fees

64,288

Audit

81,624

Legal

691

Miscellaneous

2,115

Total expenses before reductions

2,073,595

Expense reductions

(154,626)

1,918,969

Net investment income (loss)

1,239,787

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $209,500)

(23,269,816)

Foreign currency transactions

(64,255)

Total net realized gain (loss)

 

(23,334,071)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $108,264)

73,136,730

Assets and liabilities in foreign currencies

(1,652)

Total change in net unrealized appreciation (depreciation)

 

73,135,078

Net gain (loss)

49,801,007

Net increase (decrease) in net assets resulting from operations

$ 51,040,794

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,239,787

$ 1,880,054

Net realized gain (loss)

(23,334,071)

(92,152,180)

Change in net unrealized appreciation (depreciation)

73,135,078

(99,360,272)

Net increase (decrease) in net assets resulting
from operations

51,040,794

(189,632,398)

Distributions to shareholders from net investment income

(277,587)

(449,119)

Distributions to shareholders from net realized gain

-

(86,586,412)

Total distributions

(277,587)

(87,035,531)

Share transactions - net increase (decrease)

(18,914,139)

(12,610,728)

Redemption fees

2,824

6,208

Total increase (decrease) in net assets

31,851,892

(289,272,449)

 

 

 

Net Assets

Beginning of period

128,069,901

417,342,350

End of period (including undistributed net investment income of $962,200 and undistributed net investment income of $0, respectively)

$ 159,921,793

$ 128,069,901

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.39

$ 18.64

$ 17.79

$ 17.38

$ 15.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .07

  .12

  .12

Net realized and unrealized gain (loss)

  2.88

  (8.42)

  3.81

  2.73

  1.86

Total from investment operations

  2.97

  (8.31)

  3.88

  2.85

  1.98

Distributions from net investment income

  (.02)

  (.05)

  (.12)

  (.20)

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.02)

  (3.94)

  (3.03) H

  (2.44)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.34

$ 6.39

$ 18.64

$ 17.79

$ 17.38

Total Return A, B

  46.61%

  (55.70)%

  24.76%

  17.62%

  12.86%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.27%

  1.42%

  1.47%

  1.43%

  1.44%

Expenses net of fee waivers, if any

  1.27%

  1.42%

  1.47%

  1.43%

  1.44%

Expenses net of all reductions

  1.15%

  1.25%

  1.39%

  1.32%

  1.30%

Net investment income (loss)

  1.22%

  .95%

  .39%

  .70%

  .71%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 43,389

$ 35,517

$ 113,579

$ 110,240

$ 113,809

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $3.026 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.28

$ 18.38

$ 17.57

$ 17.18

$ 15.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .08

  .03

  .08

  .08

Net realized and unrealized gain (loss)

  2.82

  (8.28)

  3.76

  2.70

  1.84

Total from investment operations

  2.89

  (8.20)

  3.79

  2.78

  1.92

Distributions from net investment income

  (.01)

  (.01)

  (.07)

  (.15)

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.01)

  (3.90)

  (2.98) H

  (2.39)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.16

$ 6.28

$ 18.38

$ 17.57

$ 17.18

Total Return A, B

  46.23%

  (55.79)%

  24.47%

  17.38%

  12.58%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.52%

  1.65%

  1.69%

  1.65%

  1.67%

Expenses net of fee waivers, if any

  1.52%

  1.65%

  1.69%

  1.65%

  1.67%

Expenses net of all reductions

  1.41%

  1.48%

  1.61%

  1.54%

  1.53%

Net investment income (loss)

  .96%

  .71%

  .18%

  .48%

  .47%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 78,005

$ 57,603

$ 179,990

$ 188,320

$ 216,717

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.977 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 5.86

$ 17.36

$ 16.72

$ 16.46

$ 14.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .02

  (.06)

  (.02)

  (.02)

Net realized and unrealized gain (loss)

  2.63

  (7.75)

  3.57

  2.57

  1.78

Total from investment operations

  2.66

  (7.73)

  3.51

  2.55

  1.76

Distributions from net investment income

  (.01)

  -

  -

  (.05)

  -

Distributions from net realized gain

  -

  (3.77)

  (2.87)

  (2.24)

  -

Total distributions

  (.01)

  (3.77)

  (2.87) H

  (2.29)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.51

$ 5.86

$ 17.36

$ 16.72

$ 16.46

Total Return A, B

  45.50%

  (56.02)%

  23.85%

  16.58%

  11.97%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.02%

  2.17%

  2.24%

  2.26%

  2.27%

Expenses net of fee waivers, if any

  2.02%

  2.17%

  2.24%

  2.25%

  2.27%

Expenses net of all reductions

  1.90%

  2.01%

  2.17%

  2.14%

  2.13%

Net investment income (loss)

  .47%

  .19%

  (.38)%

  (.13)%

  (.13)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,661

$ 10,356

$ 40,013

$ 51,661

$ 57,168

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.869 per share is comprised of distributions from net realized gain of $2.869 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 5.87

$ 17.42

$ 16.80

$ 16.52

$ 14.74

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .02

  (.05)

  (.01)

  - G

Net realized and unrealized gain (loss)

  2.62

  (7.75)

  3.57

  2.60

  1.78

Total from investment operations

  2.65

  (7.73)

  3.52

  2.59

  1.78

Distributions from net investment income

  (.01)

  -

  -

  (.07)

  -

Distributions from net realized gain

  -

  (3.82)

  (2.90)

  (2.24)

  -

Total distributions

  (.01)

  (3.82)

  (2.90) H

  (2.31)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.51

$ 5.87

$ 17.42

$ 16.80

$ 16.52

Total Return A, B

  45.26%

  (55.95)%

  23.85%

  16.75%

  12.08%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.02%

  2.16%

  2.19%

  2.16%

  2.17%

Expenses net of fee waivers, if any

  2.02%

  2.16%

  2.19%

  2.16%

  2.17%

Expenses net of all reductions

  1.90%

  2.00%

  2.12%

  2.05%

  2.04%

Net investment income (loss)

  .47%

  .20%

  (.33)%

  (.03)%

  (.03)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,575

$ 20,973

$ 66,298

$ 66,162

$ 67,429

Portfolio turnover rate E

  414%

  394%

  146%

  170%

  176%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

H Total distributions of $2.903 per share is comprised of distributions from net realized gain of $2.903 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.77

$ 19.49

$ 18.46

$ 17.70

$ 15.65

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .16

  .13

  .20

  .16

Net realized and unrealized gain (loss)

  3.05

  (8.88)

  3.97

  2.80

  1.89

Total from investment operations

  3.16

  (8.72)

  4.10

  3.00

  2.05

Distributions from net investment income

  (.02)

  (.11)

  (.17)

  -

  -

Distributions from net realized gain

  -

  (3.89)

  (2.90)

  (2.24)

  -

Total distributions

  (.02)

  (4.00)

  (3.07) G

  (2.24)

  -

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.91

$ 6.77

$ 19.49

$ 18.46

$ 17.70

Total Return A

  46.85%

  (55.51)%

  25.16%

  18.09%

  13.10%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  1.12%

  1.14%

  1.04%

  1.23%

Expenses net of fee waivers, if any

  1.00%

  1.12%

  1.14%

  1.04%

  1.23%

Expenses net of all reductions

  .89%

  .95%

  1.07%

  .93%

  1.09%

Net investment income (loss)

  1.48%

  1.24%

  .72%

  1.08%

  .92%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,292

$ 3,620

$ 17,463

$ 24,536

$ 209,278

Portfolio turnover rate D

  414%

  394%

  146%

  170%

  176%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

G Total distributions of $3.069 per share is comprised of distributions from net investment income of $.166 and distributions from net realized gain of $2.903 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor International Capital Appreciation Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 12,527,125

 

Gross unrealized depreciation

(9,655,638)

 

Net unrealized appreciation (depreciation)

$ 2,871,487

 

 

 

 

Tax Cost

$ 163,136,738

 

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

Undistributed ordinary income

$ 3,630,050

 

Capital loss carryforward

$ (124,578,673)

 

Net unrealized appreciation (depreciation)

$ 2,840,470

 

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 277,587

$ 61,767,784

Long-term Capital Gains

-

25,267,747

Total

$ 277,587

$ 87,035,531

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

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 value of 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 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $544,015,300 and $558,973,326, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund, as compared to an appropriate benchmark index. The Fund's performance period began on August 1, 2007 and subsequent months will be added until the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

performance period includes 36 months. The Fund's performance adjustment took effect in July 2008. For the period, the total annual management fee rate, including the performance adjustment, was .40% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 88,356

$ 801

Class T

.25%

.25%

318,818

-

Class B

.75%

.25%

96,459

72,507

Class C

.75%

.25%

207,017

7,563

 

 

 

$ 710,650

$ 80,871

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 6,644

Class T

4,242

Class B*

15,344

Class C*

591

 

$ 26,821

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 113,359

.32

Class T

207,592

.32

Class B

31,028

.32

Class C

66,682

.32

Institutional Class

10,141

.30

 

$ 428,802

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,594 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $675 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $151,568 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,058.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 90,651

$ 287,025

Class T

125,926

77,076

Class B

16,994

-

Class C

34,453

-

Institutional Class

9,563

85,018

Total

$ 277,587

$ 449,119

From net realized gain

 

 

Class A

$ -

$ 23,298,138

Class T

-

37,538,694

Class B

-

8,239,219

Class C

-

14,357,087

Institutional Class

-

3,153,274

Total

$ -

$ 86,586,412

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

1,129,010

1,431,300

$ 8,639,569

$ 17,317,299

Reinvestment of distributions

15,048

1,636,300

84,718

22,086,470

Shares redeemed

(2,053,924)

(3,607,367)

(14,153,371)

(41,159,063)

Net increase (decrease)

(909,866)

(539,767)

$ (5,429,084)

$ (1,755,294)

Class T

 

 

 

 

Shares sold

2,801,470

1,551,828

$ 19,344,738

$ 17,883,865

Reinvestment of distributions

22,238

2,762,616

122,972

36,709,081

Shares redeemed

(3,476,400)

(4,939,378)

(24,109,988)

(56,071,739)

Net increase (decrease)

(652,692)

(624,934)

$ (4,642,278)

$ (1,478,793)

Class B

 

 

 

 

Shares sold

121,733

180,465

$ 814,350

$ 2,040,117

Reinvestment of distributions

2,955

561,875

15,248

6,999,729

Shares redeemed

(638,553)

(1,280,800)

(4,025,209)

(14,130,453)

Net increase (decrease)

(513,865)

(538,460)

$ (3,195,611)

$ (5,090,607)

Class C

 

 

 

 

Shares sold

347,098

410,295

$ 2,336,196

$ 4,723,686

Reinvestment of distributions

5,910

998,851

30,494

12,453,463

Shares redeemed

(1,042,577)

(1,638,733)

(6,402,136)

(17,110,227)

Net increase (decrease)

(689,569)

(229,587)

$ (4,035,446)

$ 66,922

Institutional Class

 

 

 

 

Shares sold

52,991

76,928

$ 417,607

$ 984,464

Reinvestment of distributions

1,321

166,560

7,870

2,373,119

Shares redeemed

(257,103)

(604,322)

(2,037,197)

(7,710,539)

Net increase (decrease)

(202,791)

(360,834)

$ (1,611,720)

$ (4,352,956)

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and Shareholders of Fidelity Advisor International Capital Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor International Capital Appreciation Fund (the Fund), a fund of Fidelity Advisor Series VIII, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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, 2009, 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 Advisor International Capital Appreciation Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-
present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/7/09

12/4/09

$0.091

$0.155

Institutional Class designates 38% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/8/08

$0.037

$0.0177

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor International Capital Appreciation 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor International Capital Appreciation Fund


fid5219

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor International Capital Appreciation Fund


fid5221

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

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

Brown Brothers Harriman & Co.

Boston, MA

AICAPI-UANN-1209
1.784755.106

fid5197

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor

Japan

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. sales charge)

6.82%

-4.49%

-5.27%

Class T (incl. sales charge)

9.07%

-4.29%

-5.32%

Class B (incl. contingent deferred sales charge) A

7.47%

-4.46%

-5.24%

Class C (incl. contingent deferred sales charge) B

11.39%

-4.06%

-5.41%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charge included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Japan Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Tokyo Stock Exchange Stock Price Index (TOPIX) performed over the same period.


fid5236

Annual Report

Management's Discussion of Fund Performance

Market Recap: Japanese stocks overcame a rocky start to push higher amid tentative signs of a global economic recovery and stabilization in demand for the nation's exports. As measured by the Tokyo Stock Exchange Stock Price Index (TOPIX), Japanese share prices returned 14.38% for the 12 months ending October 31, 2009, well ahead of the 9.80% gain posted by the Standard & Poor's 500SM Index, reflecting the activity of large-cap U.S. stocks. A weaker U.S. dollar accounted for more than half of the TOPIX's gains in dollar terms. By comparison, the MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of developed stock markets outside the United States and Canada - returned 27.88%. One bright spot was Japan's 2.7% second-quarter economic growth after several quarters of negative results. Further, the August 30 election of a new prime minister and a new ruling party fueled hopes for reforms that might reinvigorate the economy, although its immediate effect on the market was minimal. On the negative side, a key price gauge excluding imports and exports continued to fall in the first two quarters, keeping deflation at the forefront of investors' concerns.

Comments from Robert Rowland, Portfolio Manager of Fidelity® Advisor Japan Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 13.34%, 13.03%, 12.47% and 12.39%, respectively (excluding sales charges), trailing the TOPIX. An overweighting and poor stock selection in financials hampered our results, while an underexposure to materials also proved detrimental. Stock picking in consumer discretionary and telecommunication services detracted as well. At the stock level, insurers T&D Holdings and Sompo Japan Insurance, banks Sumitomo Mitsui Financial Group and Mizuho Financial Group, and broker Nomura Holdings fell sharply in the immediate aftermath of the Lehman Brothers bankruptcy. Other detractors included consumer lender Promise as well as automobile/component makers Toyota Motor and Yamaha Motor. On the positive side, an overweighting and favorable stock picking in the information technology sector added value. Having virtually no exposure to the lagging utilities sector and strong stock selection in industrials further bolstered results. Major contributors included Denso, a maker of electronic parts for auto engines and related components, as well as Ibiden and NGK Insulators, both manufacturers of diesel particulate filters. Holdings in the LCD value chain also posted strong gains, driven by a cyclical upturn in demand for flat-panel displays and signs of progress in cutting costs. Nippon Electric Glass, a producer of glass substrates for LCD panels, aided performance, as did ORIX, Japan's largest non-bank lender.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,163.20

$ 8.18

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,161.80

$ 9.54

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,158.90

$ 12.24

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,159.10

$ 12.24

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,165.20

$ 6.22

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.80

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

NTT DoCoMo, Inc.

5.5

2.3

Canon, Inc.

4.2

6.9

Toyota Motor Corp.

3.5

6.2

Mitsubishi UFJ Financial Group, Inc.

3.1

3.7

Sumitomo Mitsui Financial Group, Inc.

3.0

1.8

ORIX Corp.

2.8

1.2

T&D Holdings, Inc.

2.5

1.6

Honda Motor Co. Ltd.

2.4

2.7

Sompo Japan Insurance, Inc.

2.1

1.9

Mitsui & Co. Ltd.

2.1

1.1

 

31.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.5

19.6

Consumer Discretionary

21.2

29.0

Industrials

17.0

17.5

Information Technology

16.0

18.2

Telecommunication Services

6.5

3.2

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 95.4%

 

fid5184

Stocks 95.9%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.6%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.1%

 

fid5242

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

CONSUMER DISCRETIONARY - 21.2%

Auto Components - 5.2%

Bridgestone Corp.

10,400

$ 171,513

Denso Corp.

18,600

508,241

NGK Spark Plug Co. Ltd.

7,000

79,338

NOK Corp.

15,000

199,035

Stanley Electric Co. Ltd.

34,800

681,440

Toyoda Gosei Co. Ltd.

5,400

151,391

 

1,790,958

Automobiles - 6.6%

Honda Motor Co. Ltd.

26,100

806,187

Toyota Motor Corp.

30,700

1,212,010

Yamaha Motor Co. Ltd.

18,700

222,697

 

2,240,894

Household Durables - 2.3%

Sekisui House Ltd.

71,000

614,023

Sony Corp.

5,500

162,417

 

776,440

Leisure Equipment & Products - 1.5%

Nikon Corp.

27,000

503,244

Media - 1.9%

Fuji Media Holdings, Inc.

442

649,488

Multiline Retail - 1.3%

Isetan Mitsukoshi Holdings Ltd.

22,700

217,565

Marui Group Co. Ltd.

9,500

54,575

Takashimaya Co. Ltd.

27,000

182,058

 

454,198

Specialty Retail - 2.4%

Nishimatsuya Chain Co. Ltd.

21,000

210,335

Shimachu Co. Ltd.

5,400

127,668

Yamada Denki Co. Ltd.

7,670

467,410

 

805,413

TOTAL CONSUMER DISCRETIONARY

7,220,635

CONSUMER STAPLES - 2.1%

Beverages - 0.3%

Coca-Cola West Co. Ltd.

5,700

105,886

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - 1.5%

FamilyMart Co. Ltd.

5,600

$ 166,812

Seven & i Holdings Co., Ltd.

16,600

363,432

 

530,244

Personal Products - 0.3%

Kose Corp.

4,000

87,514

TOTAL CONSUMER STAPLES

723,644

FINANCIALS - 24.5%

Capital Markets - 1.5%

Matsui Securities Co. Ltd.

20,400

146,838

Nomura Holdings, Inc.

52,200

367,938

 

514,776

Commercial Banks - 10.0%

Chiba Bank Ltd.

42,000

259,024

Mitsubishi UFJ Financial Group, Inc.

202,000

1,075,993

Mizuho Financial Group, Inc.

225,200

444,216

Sumitomo Mitsui Financial Group, Inc.

30,200

1,026,559

Sumitomo Trust & Banking Co. Ltd.

118,000

623,628

 

3,429,420

Consumer Finance - 3.7%

Credit Saison Co. Ltd.

27,300

305,204

ORIX Corp.

14,620

944,429

 

1,249,633

Insurance - 5.8%

Mitsui Sumitomo Insurance Group Holdings, Inc.

8,200

190,891

Sompo Japan Insurance, Inc.

126,000

736,873

Sony Financial Holdings, Inc.

71

203,755

T&D Holdings, Inc.

33,100

855,175

 

1,986,694

Real Estate Investment Trusts - 1.4%

Japan Real Estate Investment Corp.

31

247,366

Nomura Real Estate Office Fund, Inc.

36

222,447

 

469,813

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - 2.1%

Leopalace21 Corp.

800

$ 4,329

Mitsubishi Estate Co. Ltd.

46,000

694,865

 

699,194

TOTAL FINANCIALS

8,349,530

HEALTH CARE - 1.7%

Health Care Providers & Services - 0.7%

Alfresa Holdings Corp.

5,700

246,455

Pharmaceuticals - 1.0%

Astellas Pharma, Inc.

5,600

206,225

Daiichi Sankyo Kabushiki Kaisha

7,400

144,573

 

350,798

TOTAL HEALTH CARE

597,253

INDUSTRIALS - 17.0%

Air Freight & Logistics - 0.7%

Yamato Holdings Co. Ltd.

16,000

236,044

Building Products - 2.1%

Asahi Glass Co. Ltd.

43,000

362,287

Daikin Industries Ltd.

10,800

366,094

 

728,381

Electrical Equipment - 2.2%

Mitsubishi Electric Corp.

51,000

387,973

Sumitomo Electric Industries Ltd.

30,700

372,558

 

760,531

Machinery - 4.0%

Fanuc Ltd.

2,300

191,051

JTEKT Corp.

17,200

181,708

Kubota Corp.

44,000

341,933

NGK Insulators Ltd.

15,000

336,468

NSK Ltd.

40,000

232,403

THK Co. Ltd.

5,800

100,228

 

1,383,791

Marine - 0.3%

Mitsui O.S.K. Lines Ltd.

15,000

87,102

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.8%

East Japan Railway Co.

8,800

$ 563,573

Nippon Express Co. Ltd.

9,000

36,854

 

600,427

Trading Companies & Distributors - 4.4%

Mitsubishi Corp.

23,200

491,876

Mitsui & Co. Ltd.

53,700

705,279

Sumitomo Corp.

31,100

301,927

 

1,499,082

Transportation Infrastructure - 1.5%

Japan Airport Terminal Co. Ltd.

3,000

41,911

The Sumitomo Warehouse Co. Ltd.

106,000

467,053

 

508,964

TOTAL INDUSTRIALS

5,804,322

INFORMATION TECHNOLOGY - 16.0%

Computers & Peripherals - 0.7%

Fujitsu Ltd.

39,000

229,676

Electronic Equipment & Components - 7.3%

Horiba Ltd.

10,200

246,666

Ibiden Co. Ltd.

10,600

379,528

Nippon Electric Glass Co. Ltd.

58,500

629,954

Yamatake Corp.

27,100

572,337

Yaskawa Electric Corp.

53,000

416,922

Yokogawa Electric Corp.

32,000

259,368

 

2,504,775

Internet Software & Services - 0.2%

Yahoo! Japan Corp.

282

86,441

IT Services - 0.5%

NTT Data Corp.

58

166,899

Office Electronics - 5.9%

Canon, Inc.

38,500

1,451,640

Konica Minolta Holdings, Inc.

38,500

361,679

Ricoh Co. Ltd.

14,000

190,274

 

2,003,593

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.4%

ROHM Co. Ltd.

2,800

$ 185,698

Tokyo Electron Ltd.

5,000

281,298

 

466,996

TOTAL INFORMATION TECHNOLOGY

5,458,380

MATERIALS - 5.8%

Chemicals - 4.9%

JSR Corp.

27,200

530,522

Nissan Chemical Industries Co. Ltd.

22,000

283,551

Nitto Denko Corp.

18,000

543,627

Shin-Etsu Chemical Co., Ltd.

3,600

190,923

Zeon Corp.

25,000

113,649

 

1,662,272

Metals & Mining - 0.9%

Sumitomo Metal Industries Ltd.

121,000

309,147

TOTAL MATERIALS

1,971,419

TELECOMMUNICATION SERVICES - 6.5%

Wireless Telecommunication Services - 6.5%

KDDI Corp.

63

334,390

NTT DoCoMo, Inc.

1,302

1,888,346

 

2,222,736

UTILITIES - 0.6%

Gas Utilities - 0.6%

Tokyo Gas Co., Ltd.

48,000

190,159

TOTAL COMMON STOCKS

(Cost $39,834,811)

32,538,078

Money Market Funds - 4.4%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (a)
(Cost $1,511,605)

1,511,605

1,511,605

Cash Equivalents - 0.1%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 0.06%, dated 10/30/09 due 11/2/09 (Collateralized by U.S. Government Obligations) #
(Cost $42,000)

$ 42,000

$ 42,000

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $41,388,416)

34,091,683

NET OTHER ASSETS - 0.1%

37,995

NET ASSETS - 100%

$ 34,129,678

Legend

(a) 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.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$42,000 due 11/02/09 at 0.06%

BNP Paribas Securities Corp.

$ 11,099

Credit Suisse Securities (USA) LLC

11,422

Deutsche Bank Securities, Inc.

3,662

HSBC Securities (USA), Inc.

1,665

ING Financial Markets LLC

3,330

J.P. Morgan Securities, Inc.

3,330

Mizuho Securities USA, Inc.

3,330

Societe Generale, New York Branch

4,162

 

$ 42,000

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

$ 5,495

Fidelity Securities Lending Cash Central Fund

6,027

Total

$ 11,522

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 7,220,635

$ -

$ 7,220,635

$ -

Consumer Staples

723,644

-

723,644

-

Financials

8,349,530

-

8,349,530

-

Health Care

597,253

-

597,253

-

Industrials

5,804,322

-

5,804,322

-

Information Technology

5,458,380

-

5,458,380

-

Materials

1,971,419

-

1,971,419

-

Telecommunication Services

2,222,736

-

2,222,736

-

Utilities

190,159

-

190,159

-

Money Market Funds

1,511,605

1,511,605

-

-

Cash Equivalents

42,000

-

42,000

-

Total Investments in Securities:

$ 34,091,683

$ 1,511,605

$ 32,580,078

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $30,561,319 of which $6,193,464, $6,651,966, $7,706,742 and $10,009,147 will expire on October 31, 2010, 2015, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $42,000) - See accompanying schedule:

Unaffiliated issuers (cost $39,876,811)

$ 32,580,078

 

Fidelity Central Funds (cost $1,511,605)

1,511,605

 

Total Investments (cost $41,388,416)

 

$ 34,091,683

Cash

249

Receivable for investments sold

202,618

Receivable for fund shares sold

39,150

Dividends receivable

193,036

Distributions receivable from Fidelity Central Funds

529

Prepaid expenses

225

Other receivables

748

Total assets

34,528,238

 

 

 

Liabilities

Payable for investments purchased

$ 239,205

Payable for fund shares redeemed

68,537

Accrued management fee

18,455

Distribution fees payable

15,561

Other affiliated payables

11,658

Other payables and accrued expenses

45,144

Total liabilities

398,560

 

 

 

Net Assets

$ 34,129,678

Net Assets consist of:

 

Paid in capital

$ 73,214,491

Undistributed net investment income

5,019

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

(31,794,850)

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

(7,294,982)

Net Assets

$ 34,129,678

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($12,798,025 ÷ 1,205,478 shares)

$ 10.62

 

 

 

Maximum offering price per share (100/94.25 of $10.62)

$ 11.27

Class T:
Net Asset Value
and redemption price per share ($5,486,540 ÷ 526,991 shares)

$ 10.41

 

 

 

Maximum offering price per share (100/96.50 of $10.41)

$ 10.79

Class B:
Net Asset Value
and offering price per share ($2,564,017 ÷ 258,535 shares)A

$ 9.92

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,286,271 ÷ 930,349 shares)A

$ 9.98

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,994,825 ÷ 365,451 shares)

$ 10.93

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 634,350

Income from Fidelity Central Funds

 

11,522

 

 

645,872

Less foreign taxes withheld

 

(44,384)

Total income

 

601,488

 

 

 

Expenses

Management fee
Basic fee

$ 240,426

Performance adjustment

(80,662)

Transfer agent fees

110,743

Distribution fees

182,929

Accounting and security lending fees

18,174

Custodian fees and expenses

26,267

Independent trustees' compensation

249

Registration fees

52,513

Audit

53,663

Legal

168

Miscellaneous

181

Total expenses before reductions

604,651

Expense reductions

(8,182)

596,469

Net investment income (loss)

5,019

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(10,569,130)

Foreign currency transactions

53,405

Total net realized gain (loss)

 

(10,515,725)

Change in net unrealized appreciation (depreciation) on:

Investment securities

13,557,623

Assets and liabilities in foreign currencies

(20,886)

Total change in net unrealized appreciation (depreciation)

 

13,536,737

Net gain (loss)

3,021,012

Net increase (decrease) in net assets resulting from operations

$ 3,026,031

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,019

$ (54,002)

Net realized gain (loss)

(10,515,725)

(7,784,819)

Change in net unrealized appreciation (depreciation)

13,536,737

(26,340,265)

Net increase (decrease) in net assets resulting
from operations

3,026,031

(34,179,086)

Distributions to shareholders from net realized gain

-

(176,687)

Share transactions - net increase (decrease)

(8,304,847)

(23,791,941)

Redemption fees

12,477

25,266

Total increase (decrease) in net assets

(5,266,339)

(58,122,448)

 

 

 

Net Assets

Beginning of period

39,396,017

97,518,465

End of period (including undistributed net investment income of $5,019 and $0, respectively)

$ 34,129,678

$ 39,396,017

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.37

$ 16.41

$ 16.72

$ 15.61

$ 12.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .03

  (.04)

  (.07)

  (.08)

Net realized and unrealized gain (loss)

  1.22

  (7.02)

  (.27)

  1.17

  3.04

Total from investment operations

  1.25

  (6.99)

  (.31)

  1.10

  2.96

Distributions from net realized gain

  -

  (.06)

  -

  -

  -

Redemption fees added to paid in capital C

  - G

  .01

  - G

  .01

  .01

Net asset value, end of period

$ 10.62

$ 9.37

$ 16.41

$ 16.72

$ 15.61

Total Return A, B

  13.34%

  (42.68)%

  (1.85)%

  7.11%

  23.50%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.54%

  1.70%

  1.52%

  1.62%

Expenses net of fee waivers,
if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.56%

Expenses net of all reductions

  1.49%

  1.49%

  1.48%

  1.48%

  1.55%

Net investment income (loss)

  .30%

  .24%

  (.22)%

  (.42)%

  (.54)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 12,798

$ 14,133

$ 32,945

$ 41,876

$ 26,169

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.21

$ 16.11

$ 16.46

$ 15.41

$ 12.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  -

  - G

  (.08)

  (.12)

  (.11)

Net realized and unrealized gain (loss)

  1.20

  (6.91)

  (.27)

  1.16

  3.00

Total from investment operations

  1.20

  (6.91)

  (.35)

  1.04

  2.89

Distributions from net realized gain

  -

  - G

  -

  -

  -

Redemption fees added to paid in capital C

  - G

  .01

  - G

  .01

  .01

Net asset value, end of period

$ 10.41

$ 9.21

$ 16.11

$ 16.46

$ 15.41

Total Return A, B

  13.03%

  (42.82)%

  (2.13)%

  6.81%

  23.18%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.80%

  1.81%

  1.96%

  1.82%

  1.97%

Expenses net of fee waivers,
if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.74%

  1.74%

  1.73%

  1.73%

  1.80%

Net investment income (loss)

  .05%

  (.01)%

  (.47)%

  (.67)%

  (.79)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 5,487

$ 6,752

$ 14,303

$ 21,039

$ 15,610

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 8.82

$ 15.50

$ 15.91

$ 14.96

$ 12.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.07)

  (.15)

  (.20)

  (.17)

Net realized and unrealized gain (loss)

  1.14

  (6.61)

  (.26)

  1.14

  2.91

Total from investment operations

  1.10

  (6.68)

  (.41)

  .94

  2.74

Redemption fees added to paid in capital C

  - G

  - G

  - G

  .01

  .01

Net asset value, end of period

$ 9.92

$ 8.82

$ 15.50

$ 15.91

$ 14.96

Total Return A, B

  12.47%

  (43.10)%

  (2.58)%

  6.35%

  22.52%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.29%

  2.45%

  2.33%

  2.43%

Expenses net of fee waivers,
if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.24%

  2.24%

  2.23%

  2.23%

  2.30%

Net investment income (loss)

  (.45)%

  (.51)%

  (.97)%

  (1.17)%

  (1.30)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 2,564

$ 3,079

$ 7,874

$ 16,120

$ 18,916

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 8.88

$ 15.60

$ 16.01

$ 15.05

$ 12.28

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.07)

  (.15)

  (.18)

  (.17)

Net realized and unrealized gain (loss)

  1.14

  (6.65)

  (.26)

  1.13

  2.93

Total from investment operations

  1.10

  (6.72)

  (.41)

  .95

  2.76

Redemption fees added to paid in capital C

  - G

  - G

  - G

  .01

  .01

Net asset value, end of period

$ 9.98

$ 8.88

$ 15.60

$ 16.01

$ 15.05

Total Return A, B

  12.39%

  (43.08)%

  (2.56)%

  6.38%

  22.56%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.25%

  2.26%

  2.37%

  2.18%

  2.27%

Expenses net of fee waivers,
if any

  2.25%

  2.25%

  2.25%

  2.18%

  2.27%

Expenses net of all reductions

  2.24%

  2.24%

  2.23%

  2.16%

  2.26%

Net investment income (loss)

  (.45)%

  (.51)%

  (.97)%

  (1.10)%

  (1.25)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 9,286

$ 11,612

$ 33,957

$ 53,846

$ 34,144

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.62

$ 16.82

$ 17.10

$ 15.90

$ 12.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .06

  .08

  .01

  (.01)

  (.02)

Net realized and unrealized gain (loss)

  1.25

  (7.19)

  (.29)

  1.19

  3.08

Total from investment operations

  1.31

  (7.11)

  (.28)

  1.18

  3.06

Distributions from net realized gain

  -

  (.10)

  -

  -

  -

Redemption fees added to paid in capital B

  - F

  .01

  - F

  .02

  .01

Net asset value, end of period

$ 10.93

$ 9.62

$ 16.82

$ 17.10

$ 15.90

Total Return A

  13.62%

  (42.45)%

  (1.64)%

  7.55%

  23.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.19%

  1.16%

  1.31%

  1.12%

  1.19%

Expenses net of fee waivers,
if any

  1.19%

  1.16%

  1.25%

  1.12%

  1.19%

Expenses net of all reductions

  1.17%

  1.15%

  1.23%

  1.10%

  1.17%

Net investment income (loss)

  .61%

  .58%

  .03%

  (.04)%

  (.17)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 3,995

$ 3,820

$ 8,440

$ 13,773

$ 8,399

Portfolio turnover rate D

  63%

  63%

  138%

  83%

  89%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Japan Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,013,955

Gross unrealized depreciation

(9,908,031)

Net unrealized appreciation (depreciation)

$ (8,894,076)

 

 

Tax Cost

$ 42,985,759

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

Undistributed ordinary income

$ 368,831

Capital loss carryforward

(30,561,319)

Net unrealized appreciation (depreciation)

$ (8,895,827)

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ -

$ 176,687

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $20,797,691 and $29,013,931, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on relative investment performance of the Institutional class of the fund, as compared to an appropriate benchmark index. The Fund's performance period began on October 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in September 2008. For the period, the total annual management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 30,151

$ 993

Class T

.25%

.25%

28,572

28,572

Class B

.75%

.25%

26,131

19,681

Class C

.75%

.25%

98,075

10,702

 

 

 

$ 182,929

$ 59,948

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 9,957

Class T

1,463

Class B*

11,379

Class C*

581

 

$ 23,380

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 39,674

.33

Class T

21,187

.37

Class B

8,622

.33

Class C

32,108

.33

Institutional Class

9,152

.26

 

$ 110,743

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $181 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $6,027.

9. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 363

Class T

1.75%

2,642

Class B

2.25%

154

Class C

2.25%

405

 

 

$ 3,564

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $4,618 for the period.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net realized gain

 

 

Class A

$ -

$ 124,132

Class T

-

3,460

Institutional Class

-

49,095

Total

$ -

$ 176,687

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

387,815

496,908

$ 3,955,890

$ 6,070,543

Reinvestment of distributions

-

5,585

-

90,031

Shares redeemed

(690,213)

(1,002,463)

(6,443,696)

(13,279,810)

Net increase (decrease)

(302,398)

(499,970)

$ (2,487,806)

$ (7,119,236)

Class T

 

 

 

 

Shares sold

85,871

160,164

$ 821,641

$ 2,217,320

Reinvestment of distributions

-

190

-

3,018

Shares redeemed

(291,704)

(315,254)

(2,612,466)

(4,273,944)

Net increase (decrease)

(205,833)

(154,900)

$ (1,790,825)

$ (2,053,606)

Class B

 

 

 

 

Shares sold

33,684

48,150

$ 311,723

$ 645,026

Shares redeemed

(124,191)

(207,114)

(1,068,104)

(2,703,004)

Net increase (decrease)

(90,507)

(158,964)

$ (756,381)

$ (2,057,978)

Class C

 

 

 

 

Shares sold

185,921

199,230

$ 1,754,348

$ 2,333,839

Shares redeemed

(563,483)

(1,068,271)

(4,904,518)

(13,487,743)

Net increase (decrease)

(377,562)

(869,041)

$ (3,150,170)

$ (11,153,904)

Institutional Class

 

 

 

 

Shares sold

90,905

64,303

$ 979,010

$ 941,434

Reinvestment of distributions

-

496

-

8,183

Shares redeemed

(122,531)

(169,354)

(1,098,675)

(2,356,834)

Net increase (decrease)

(31,626)

(104,555)

$ (119,665)

$ (1,407,217)

Annual Report

Notes to Financial Statements - continued

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Japan Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Japan Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Japan Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006- 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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008- present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008- present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006- present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005- present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005- present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Advisor Japan Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/7/09

12/4/09

$0.00

$0.157

Class T

12/7/09

12/4/09

$0.00

$0.120

Class B

12/7/09

12/4/09

$0.00

$0.080

Class C

12/7/09

12/4/09

$0.00

$0.076

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Japan 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Japan Fund


fid5244

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the third quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. 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, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Advisor Japan Fund


fid5246

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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 material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

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

State Street Bank and Trust Company

Quincy, MA

AJAF-UANN-1209
1.784756.106

fid5197

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor

Japan

Fund - Institutional Class

Annual Report

October 31, 2009fid5197
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

13.62%

-3.03%

-4.40%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Japan Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the Tokyo Stock Exchange Stock Price Index (TOPIX) performed over the same period.


fid5262

Annual Report

Management's Discussion of Fund Performance

Market Recap: Japanese stocks overcame a rocky start to push higher amid tentative signs of a global economic recovery and stabilization in demand for the nation's exports. As measured by the Tokyo Stock Exchange Stock Price Index (TOPIX), Japanese share prices returned 14.38% for the 12 months ending October 31, 2009, well ahead of the 9.80% gain posted by the Standard & Poor's 500SM Index, reflecting the activity of large-cap U.S. stocks. A weaker U.S. dollar accounted for more than half of the TOPIX's gains in dollar terms. By comparison, the MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of developed stock markets outside the United States and Canada - returned 27.88%. One bright spot was Japan's 2.7% second-quarter economic growth after several quarters of negative results. Further, the August 30 election of a new prime minister and a new ruling party fueled hopes for reforms that might reinvigorate the economy, although its immediate effect on the market was minimal. On the negative side, a key price gauge excluding imports and exports continued to fall in the first two quarters, keeping deflation at the forefront of investors' concerns.

Comments from Robert Rowland, Portfolio Manager of Fidelity® Advisor Japan Fund: During the past year, the fund's Institutional Class shares returned 13.62%, trailing the TOPIX. An overweighting and poor stock selection in financials hampered our results, while an underexposure to materials also proved detrimental. Stock picking in consumer discretionary and telecommunication services detracted as well. At the stock level, insurers T&D Holdings and Sompo Japan Insurance, banks Sumitomo Mitsui Financial Group and Mizuho Financial Group, and broker Nomura Holdings fell sharply in the immediate aftermath of the Lehman Brothers bankruptcy. Other detractors included consumer lender Promise as well as automobile/component makers Toyota Motor and Yamaha Motor. On the positive side, an overweighting and favorable stock picking in the information technology sector added value. Having virtually no exposure to the lagging utilities sector and strong stock selection in industrials further bolstered results. Major contributors included Denso, a maker of electronic parts for auto engines and related components, as well as Ibiden and NGK Insulators, both manufacturers of diesel particulate filters. Holdings in the LCD value chain also posted strong gains, driven by a cyclical upturn in demand for flat-panel displays and signs of progress in cutting costs. Nippon Electric Glass, a producer of glass substrates for LCD panels, aided performance, as did ORIX, Japan's largest non-bank lender.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,163.20

$ 8.18

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,161.80

$ 9.54

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,158.90

$ 12.24

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,159.10

$ 12.24

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Institutional Class

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,165.20

$ 6.22

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.80

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

NTT DoCoMo, Inc.

5.5

2.3

Canon, Inc.

4.2

6.9

Toyota Motor Corp.

3.5

6.2

Mitsubishi UFJ Financial Group, Inc.

3.1

3.7

Sumitomo Mitsui Financial Group, Inc.

3.0

1.8

ORIX Corp.

2.8

1.2

T&D Holdings, Inc.

2.5

1.6

Honda Motor Co. Ltd.

2.4

2.7

Sompo Japan Insurance, Inc.

2.1

1.9

Mitsui & Co. Ltd.

2.1

1.1

 

31.2

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.5

19.6

Consumer Discretionary

21.2

29.0

Industrials

17.0

17.5

Information Technology

16.0

18.2

Telecommunication Services

6.5

3.2

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 95.4%

 

fid5184

Stocks 95.9%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.6%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.1%

 

fid5268

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

CONSUMER DISCRETIONARY - 21.2%

Auto Components - 5.2%

Bridgestone Corp.

10,400

$ 171,513

Denso Corp.

18,600

508,241

NGK Spark Plug Co. Ltd.

7,000

79,338

NOK Corp.

15,000

199,035

Stanley Electric Co. Ltd.

34,800

681,440

Toyoda Gosei Co. Ltd.

5,400

151,391

 

1,790,958

Automobiles - 6.6%

Honda Motor Co. Ltd.

26,100

806,187

Toyota Motor Corp.

30,700

1,212,010

Yamaha Motor Co. Ltd.

18,700

222,697

 

2,240,894

Household Durables - 2.3%

Sekisui House Ltd.

71,000

614,023

Sony Corp.

5,500

162,417

 

776,440

Leisure Equipment & Products - 1.5%

Nikon Corp.

27,000

503,244

Media - 1.9%

Fuji Media Holdings, Inc.

442

649,488

Multiline Retail - 1.3%

Isetan Mitsukoshi Holdings Ltd.

22,700

217,565

Marui Group Co. Ltd.

9,500

54,575

Takashimaya Co. Ltd.

27,000

182,058

 

454,198

Specialty Retail - 2.4%

Nishimatsuya Chain Co. Ltd.

21,000

210,335

Shimachu Co. Ltd.

5,400

127,668

Yamada Denki Co. Ltd.

7,670

467,410

 

805,413

TOTAL CONSUMER DISCRETIONARY

7,220,635

CONSUMER STAPLES - 2.1%

Beverages - 0.3%

Coca-Cola West Co. Ltd.

5,700

105,886

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - 1.5%

FamilyMart Co. Ltd.

5,600

$ 166,812

Seven & i Holdings Co., Ltd.

16,600

363,432

 

530,244

Personal Products - 0.3%

Kose Corp.

4,000

87,514

TOTAL CONSUMER STAPLES

723,644

FINANCIALS - 24.5%

Capital Markets - 1.5%

Matsui Securities Co. Ltd.

20,400

146,838

Nomura Holdings, Inc.

52,200

367,938

 

514,776

Commercial Banks - 10.0%

Chiba Bank Ltd.

42,000

259,024

Mitsubishi UFJ Financial Group, Inc.

202,000

1,075,993

Mizuho Financial Group, Inc.

225,200

444,216

Sumitomo Mitsui Financial Group, Inc.

30,200

1,026,559

Sumitomo Trust & Banking Co. Ltd.

118,000

623,628

 

3,429,420

Consumer Finance - 3.7%

Credit Saison Co. Ltd.

27,300

305,204

ORIX Corp.

14,620

944,429

 

1,249,633

Insurance - 5.8%

Mitsui Sumitomo Insurance Group Holdings, Inc.

8,200

190,891

Sompo Japan Insurance, Inc.

126,000

736,873

Sony Financial Holdings, Inc.

71

203,755

T&D Holdings, Inc.

33,100

855,175

 

1,986,694

Real Estate Investment Trusts - 1.4%

Japan Real Estate Investment Corp.

31

247,366

Nomura Real Estate Office Fund, Inc.

36

222,447

 

469,813

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - 2.1%

Leopalace21 Corp.

800

$ 4,329

Mitsubishi Estate Co. Ltd.

46,000

694,865

 

699,194

TOTAL FINANCIALS

8,349,530

HEALTH CARE - 1.7%

Health Care Providers & Services - 0.7%

Alfresa Holdings Corp.

5,700

246,455

Pharmaceuticals - 1.0%

Astellas Pharma, Inc.

5,600

206,225

Daiichi Sankyo Kabushiki Kaisha

7,400

144,573

 

350,798

TOTAL HEALTH CARE

597,253

INDUSTRIALS - 17.0%

Air Freight & Logistics - 0.7%

Yamato Holdings Co. Ltd.

16,000

236,044

Building Products - 2.1%

Asahi Glass Co. Ltd.

43,000

362,287

Daikin Industries Ltd.

10,800

366,094

 

728,381

Electrical Equipment - 2.2%

Mitsubishi Electric Corp.

51,000

387,973

Sumitomo Electric Industries Ltd.

30,700

372,558

 

760,531

Machinery - 4.0%

Fanuc Ltd.

2,300

191,051

JTEKT Corp.

17,200

181,708

Kubota Corp.

44,000

341,933

NGK Insulators Ltd.

15,000

336,468

NSK Ltd.

40,000

232,403

THK Co. Ltd.

5,800

100,228

 

1,383,791

Marine - 0.3%

Mitsui O.S.K. Lines Ltd.

15,000

87,102

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.8%

East Japan Railway Co.

8,800

$ 563,573

Nippon Express Co. Ltd.

9,000

36,854

 

600,427

Trading Companies & Distributors - 4.4%

Mitsubishi Corp.

23,200

491,876

Mitsui & Co. Ltd.

53,700

705,279

Sumitomo Corp.

31,100

301,927

 

1,499,082

Transportation Infrastructure - 1.5%

Japan Airport Terminal Co. Ltd.

3,000

41,911

The Sumitomo Warehouse Co. Ltd.

106,000

467,053

 

508,964

TOTAL INDUSTRIALS

5,804,322

INFORMATION TECHNOLOGY - 16.0%

Computers & Peripherals - 0.7%

Fujitsu Ltd.

39,000

229,676

Electronic Equipment & Components - 7.3%

Horiba Ltd.

10,200

246,666

Ibiden Co. Ltd.

10,600

379,528

Nippon Electric Glass Co. Ltd.

58,500

629,954

Yamatake Corp.

27,100

572,337

Yaskawa Electric Corp.

53,000

416,922

Yokogawa Electric Corp.

32,000

259,368

 

2,504,775

Internet Software & Services - 0.2%

Yahoo! Japan Corp.

282

86,441

IT Services - 0.5%

NTT Data Corp.

58

166,899

Office Electronics - 5.9%

Canon, Inc.

38,500

1,451,640

Konica Minolta Holdings, Inc.

38,500

361,679

Ricoh Co. Ltd.

14,000

190,274

 

2,003,593

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.4%

ROHM Co. Ltd.

2,800

$ 185,698

Tokyo Electron Ltd.

5,000

281,298

 

466,996

TOTAL INFORMATION TECHNOLOGY

5,458,380

MATERIALS - 5.8%

Chemicals - 4.9%

JSR Corp.

27,200

530,522

Nissan Chemical Industries Co. Ltd.

22,000

283,551

Nitto Denko Corp.

18,000

543,627

Shin-Etsu Chemical Co., Ltd.

3,600

190,923

Zeon Corp.

25,000

113,649

 

1,662,272

Metals & Mining - 0.9%

Sumitomo Metal Industries Ltd.

121,000

309,147

TOTAL MATERIALS

1,971,419

TELECOMMUNICATION SERVICES - 6.5%

Wireless Telecommunication Services - 6.5%

KDDI Corp.

63

334,390

NTT DoCoMo, Inc.

1,302

1,888,346

 

2,222,736

UTILITIES - 0.6%

Gas Utilities - 0.6%

Tokyo Gas Co., Ltd.

48,000

190,159

TOTAL COMMON STOCKS

(Cost $39,834,811)

32,538,078

Money Market Funds - 4.4%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (a)
(Cost $1,511,605)

1,511,605

1,511,605

Cash Equivalents - 0.1%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 0.06%, dated 10/30/09 due 11/2/09 (Collateralized by U.S. Government Obligations) #
(Cost $42,000)

$ 42,000

$ 42,000

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $41,388,416)

34,091,683

NET OTHER ASSETS - 0.1%

37,995

NET ASSETS - 100%

$ 34,129,678

Legend

(a) 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.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$42,000 due 11/02/09 at 0.06%

BNP Paribas Securities Corp.

$ 11,099

Credit Suisse Securities (USA) LLC

11,422

Deutsche Bank Securities, Inc.

3,662

HSBC Securities (USA), Inc.

1,665

ING Financial Markets LLC

3,330

J.P. Morgan Securities, Inc.

3,330

Mizuho Securities USA, Inc.

3,330

Societe Generale, New York Branch

4,162

 

$ 42,000

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

$ 5,495

Fidelity Securities Lending Cash Central Fund

6,027

Total

$ 11,522

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 7,220,635

$ -

$ 7,220,635

$ -

Consumer Staples

723,644

-

723,644

-

Financials

8,349,530

-

8,349,530

-

Health Care

597,253

-

597,253

-

Industrials

5,804,322

-

5,804,322

-

Information Technology

5,458,380

-

5,458,380

-

Materials

1,971,419

-

1,971,419

-

Telecommunication Services

2,222,736

-

2,222,736

-

Utilities

190,159

-

190,159

-

Money Market Funds

1,511,605

1,511,605

-

-

Cash Equivalents

42,000

-

42,000

-

Total Investments in Securities:

$ 34,091,683

$ 1,511,605

$ 32,580,078

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $30,561,319 of which $6,193,464, $6,651,966, $7,706,742 and $10,009,147 will expire on October 31, 2010, 2015, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $42,000) - See accompanying schedule:

Unaffiliated issuers (cost $39,876,811)

$ 32,580,078

 

Fidelity Central Funds (cost $1,511,605)

1,511,605

 

Total Investments (cost $41,388,416)

 

$ 34,091,683

Cash

249

Receivable for investments sold

202,618

Receivable for fund shares sold

39,150

Dividends receivable

193,036

Distributions receivable from Fidelity Central Funds

529

Prepaid expenses

225

Other receivables

748

Total assets

34,528,238

 

 

 

Liabilities

Payable for investments purchased

$ 239,205

Payable for fund shares redeemed

68,537

Accrued management fee

18,455

Distribution fees payable

15,561

Other affiliated payables

11,658

Other payables and accrued expenses

45,144

Total liabilities

398,560

 

 

 

Net Assets

$ 34,129,678

Net Assets consist of:

 

Paid in capital

$ 73,214,491

Undistributed net investment income

5,019

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

(31,794,850)

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

(7,294,982)

Net Assets

$ 34,129,678

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($12,798,025 ÷ 1,205,478 shares)

$ 10.62

 

 

 

Maximum offering price per share (100/94.25 of $10.62)

$ 11.27

Class T:
Net Asset Value
and redemption price per share ($5,486,540 ÷ 526,991 shares)

$ 10.41

 

 

 

Maximum offering price per share (100/96.50 of $10.41)

$ 10.79

Class B:
Net Asset Value
and offering price per share ($2,564,017 ÷ 258,535 shares)A

$ 9.92

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,286,271 ÷ 930,349 shares)A

$ 9.98

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,994,825 ÷ 365,451 shares)

$ 10.93

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 634,350

Income from Fidelity Central Funds

 

11,522

 

 

645,872

Less foreign taxes withheld

 

(44,384)

Total income

 

601,488

 

 

 

Expenses

Management fee
Basic fee

$ 240,426

Performance adjustment

(80,662)

Transfer agent fees

110,743

Distribution fees

182,929

Accounting and security lending fees

18,174

Custodian fees and expenses

26,267

Independent trustees' compensation

249

Registration fees

52,513

Audit

53,663

Legal

168

Miscellaneous

181

Total expenses before reductions

604,651

Expense reductions

(8,182)

596,469

Net investment income (loss)

5,019

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(10,569,130)

Foreign currency transactions

53,405

Total net realized gain (loss)

 

(10,515,725)

Change in net unrealized appreciation (depreciation) on:

Investment securities

13,557,623

Assets and liabilities in foreign currencies

(20,886)

Total change in net unrealized appreciation (depreciation)

 

13,536,737

Net gain (loss)

3,021,012

Net increase (decrease) in net assets resulting from operations

$ 3,026,031

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,019

$ (54,002)

Net realized gain (loss)

(10,515,725)

(7,784,819)

Change in net unrealized appreciation (depreciation)

13,536,737

(26,340,265)

Net increase (decrease) in net assets resulting
from operations

3,026,031

(34,179,086)

Distributions to shareholders from net realized gain

-

(176,687)

Share transactions - net increase (decrease)

(8,304,847)

(23,791,941)

Redemption fees

12,477

25,266

Total increase (decrease) in net assets

(5,266,339)

(58,122,448)

 

 

 

Net Assets

Beginning of period

39,396,017

97,518,465

End of period (including undistributed net investment income of $5,019 and $0, respectively)

$ 34,129,678

$ 39,396,017

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.37

$ 16.41

$ 16.72

$ 15.61

$ 12.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .03

  (.04)

  (.07)

  (.08)

Net realized and unrealized gain (loss)

  1.22

  (7.02)

  (.27)

  1.17

  3.04

Total from investment operations

  1.25

  (6.99)

  (.31)

  1.10

  2.96

Distributions from net realized gain

  -

  (.06)

  -

  -

  -

Redemption fees added to paid in capital C

  - G

  .01

  - G

  .01

  .01

Net asset value, end of period

$ 10.62

$ 9.37

$ 16.41

$ 16.72

$ 15.61

Total Return A, B

  13.34%

  (42.68)%

  (1.85)%

  7.11%

  23.50%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.54%

  1.70%

  1.52%

  1.62%

Expenses net of fee waivers,
if any

  1.50%

  1.50%

  1.50%

  1.50%

  1.56%

Expenses net of all reductions

  1.49%

  1.49%

  1.48%

  1.48%

  1.55%

Net investment income (loss)

  .30%

  .24%

  (.22)%

  (.42)%

  (.54)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 12,798

$ 14,133

$ 32,945

$ 41,876

$ 26,169

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.21

$ 16.11

$ 16.46

$ 15.41

$ 12.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  -

  - G

  (.08)

  (.12)

  (.11)

Net realized and unrealized gain (loss)

  1.20

  (6.91)

  (.27)

  1.16

  3.00

Total from investment operations

  1.20

  (6.91)

  (.35)

  1.04

  2.89

Distributions from net realized gain

  -

  - G

  -

  -

  -

Redemption fees added to paid in capital C

  - G

  .01

  - G

  .01

  .01

Net asset value, end of period

$ 10.41

$ 9.21

$ 16.11

$ 16.46

$ 15.41

Total Return A, B

  13.03%

  (42.82)%

  (2.13)%

  6.81%

  23.18%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.80%

  1.81%

  1.96%

  1.82%

  1.97%

Expenses net of fee waivers,
if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.81%

Expenses net of all reductions

  1.74%

  1.74%

  1.73%

  1.73%

  1.80%

Net investment income (loss)

  .05%

  (.01)%

  (.47)%

  (.67)%

  (.79)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 5,487

$ 6,752

$ 14,303

$ 21,039

$ 15,610

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 8.82

$ 15.50

$ 15.91

$ 14.96

$ 12.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.07)

  (.15)

  (.20)

  (.17)

Net realized and unrealized gain (loss)

  1.14

  (6.61)

  (.26)

  1.14

  2.91

Total from investment operations

  1.10

  (6.68)

  (.41)

  .94

  2.74

Redemption fees added to paid in capital C

  - G

  - G

  - G

  .01

  .01

Net asset value, end of period

$ 9.92

$ 8.82

$ 15.50

$ 15.91

$ 14.96

Total Return A, B

  12.47%

  (43.10)%

  (2.58)%

  6.35%

  22.52%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.29%

  2.45%

  2.33%

  2.43%

Expenses net of fee waivers,
if any

  2.25%

  2.25%

  2.25%

  2.25%

  2.31%

Expenses net of all reductions

  2.24%

  2.24%

  2.23%

  2.23%

  2.30%

Net investment income (loss)

  (.45)%

  (.51)%

  (.97)%

  (1.17)%

  (1.30)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 2,564

$ 3,079

$ 7,874

$ 16,120

$ 18,916

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 8.88

$ 15.60

$ 16.01

$ 15.05

$ 12.28

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.07)

  (.15)

  (.18)

  (.17)

Net realized and unrealized gain (loss)

  1.14

  (6.65)

  (.26)

  1.13

  2.93

Total from investment operations

  1.10

  (6.72)

  (.41)

  .95

  2.76

Redemption fees added to paid in capital C

  - G

  - G

  - G

  .01

  .01

Net asset value, end of period

$ 9.98

$ 8.88

$ 15.60

$ 16.01

$ 15.05

Total Return A, B

  12.39%

  (43.08)%

  (2.56)%

  6.38%

  22.56%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.25%

  2.26%

  2.37%

  2.18%

  2.27%

Expenses net of fee waivers,
if any

  2.25%

  2.25%

  2.25%

  2.18%

  2.27%

Expenses net of all reductions

  2.24%

  2.24%

  2.23%

  2.16%

  2.26%

Net investment income (loss)

  (.45)%

  (.51)%

  (.97)%

  (1.10)%

  (1.25)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 9,286

$ 11,612

$ 33,957

$ 53,846

$ 34,144

Portfolio turnover rate E

  63%

  63%

  138%

  83%

  89%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 9.62

$ 16.82

$ 17.10

$ 15.90

$ 12.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .06

  .08

  .01

  (.01)

  (.02)

Net realized and unrealized gain (loss)

  1.25

  (7.19)

  (.29)

  1.19

  3.08

Total from investment operations

  1.31

  (7.11)

  (.28)

  1.18

  3.06

Distributions from net realized gain

  -

  (.10)

  -

  -

  -

Redemption fees added to paid in capital B

  - F

  .01

  - F

  .02

  .01

Net asset value, end of period

$ 10.93

$ 9.62

$ 16.82

$ 17.10

$ 15.90

Total Return A

  13.62%

  (42.45)%

  (1.64)%

  7.55%

  23.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.19%

  1.16%

  1.31%

  1.12%

  1.19%

Expenses net of fee waivers,
if any

  1.19%

  1.16%

  1.25%

  1.12%

  1.19%

Expenses net of all reductions

  1.17%

  1.15%

  1.23%

  1.10%

  1.17%

Net investment income (loss)

  .61%

  .58%

  .03%

  (.04)%

  (.17)%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 3,995

$ 3,820

$ 8,440

$ 13,773

$ 8,399

Portfolio turnover rate D

  63%

  63%

  138%

  83%

  89%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Japan Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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. 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 among 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,013,955

Gross unrealized depreciation

(9,908,031)

Net unrealized appreciation (depreciation)

$ (8,894,076)

 

 

Tax Cost

$ 42,985,759

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

Undistributed ordinary income

$ 368,831

Capital loss carryforward

(30,561,319)

Net unrealized appreciation (depreciation)

$ (8,895,827)

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ -

$ 176,687

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $20,797,691 and $29,013,931, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on relative investment performance of the Institutional class of the fund, as compared to an appropriate benchmark index. The Fund's performance period began on October 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in September 2008. For the period, the total annual management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 30,151

$ 993

Class T

.25%

.25%

28,572

28,572

Class B

.75%

.25%

26,131

19,681

Class C

.75%

.25%

98,075

10,702

 

 

 

$ 182,929

$ 59,948

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 9,957

Class T

1,463

Class B*

11,379

Class C*

581

 

$ 23,380

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 39,674

.33

Class T

21,187

.37

Class B

8,622

.33

Class C

32,108

.33

Institutional Class

9,152

.26

 

$ 110,743

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $181 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $6,027.

9. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 363

Class T

1.75%

2,642

Class B

2.25%

154

Class C

2.25%

405

 

 

$ 3,564

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $4,618 for the period.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net realized gain

 

 

Class A

$ -

$ 124,132

Class T

-

3,460

Institutional Class

-

49,095

Total

$ -

$ 176,687

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

387,815

496,908

$ 3,955,890

$ 6,070,543

Reinvestment of distributions

-

5,585

-

90,031

Shares redeemed

(690,213)

(1,002,463)

(6,443,696)

(13,279,810)

Net increase (decrease)

(302,398)

(499,970)

$ (2,487,806)

$ (7,119,236)

Class T

 

 

 

 

Shares sold

85,871

160,164

$ 821,641

$ 2,217,320

Reinvestment of distributions

-

190

-

3,018

Shares redeemed

(291,704)

(315,254)

(2,612,466)

(4,273,944)

Net increase (decrease)

(205,833)

(154,900)

$ (1,790,825)

$ (2,053,606)

Class B

 

 

 

 

Shares sold

33,684

48,150

$ 311,723

$ 645,026

Shares redeemed

(124,191)

(207,114)

(1,068,104)

(2,703,004)

Net increase (decrease)

(90,507)

(158,964)

$ (756,381)

$ (2,057,978)

Class C

 

 

 

 

Shares sold

185,921

199,230

$ 1,754,348

$ 2,333,839

Shares redeemed

(563,483)

(1,068,271)

(4,904,518)

(13,487,743)

Net increase (decrease)

(377,562)

(869,041)

$ (3,150,170)

$ (11,153,904)

Institutional Class

 

 

 

 

Shares sold

90,905

64,303

$ 979,010

$ 941,434

Reinvestment of distributions

-

496

-

8,183

Shares redeemed

(122,531)

(169,354)

(1,098,675)

(2,356,834)

Net increase (decrease)

(31,626)

(104,555)

$ (119,665)

$ (1,407,217)

Annual Report

Notes to Financial Statements - continued

12. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Japan Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Japan Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Japan Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006- 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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008- present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008- present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006- present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005- present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005- present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Advisor Japan Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/7/09

12/4/09

$0.00

$0.193

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Japan 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Japan Fund


fid5270

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the third quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. 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, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Advisor Japan Fund


fid5272

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in all cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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 material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

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

State Street Bank and Trust Company

Quincy, MA

AJAFI-UANN-1209
1.784757.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Latin America

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. sales charge )

58.49%

22.41%

15.14%

Class T (incl. sales charge)

61.82%

22.66%

15.13%

Class B (incl. contingent deferred sales charge) A

61.89%

22.74%

15.24%

Class C (incl. contingent deferred sales charge) B

65.89%

22.95%

14.97%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Latin America Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) - Latin America Index performed over the same period.


fid5287

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging markets produced outsized gains, as investors' moods shifted from despair early in the period to optimism that the global recession might have ended. Reflecting the improving sentiment, the MSCI® Emerging Markets (EM) Index returned 64.63% during the year ending October 31, 2009. Of the three regions with the largest representation in the index - Europe/Middle East/Africa (EMEA), Latin America, and Asia ex Australia and New Zealand - Latin America had the strongest showing, at more than 77%, driven mainly by a return of over 92% for Brazil, whose major city, Rio de Janeiro, recently won the competition to host the 2016 Olympic games. Asian stocks also performed extremely well, returning almost 67%. A key driver in that case was China, whose return of roughly 102% came amid accelerating economic growth. In the EMEA region, stocks returned about 47%, with key components South Africa and Russia finishing at roughly 62% and 45%, respectively.

Comments from Adam Kutas, Portfolio Manager of Fidelity® Advisor Latin America Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 68.16%, 67.69%, 66.89% and 66.89%, respectively, (excluding sales charges), trailing the MSCI EM Latin America Index, which advanced 78.10%. Holding a modest cash position in a strong market was the biggest detractor. Stock selection and an underweighting in the materials sector also hurt, as did overweighting consumer discretionary. Unfavorable market positioning and stock picking in financials was another detractor, as was security selection in energy. On a country basis, our holdings in Brazil modestly trailed that nation's aggregate return in the index, but we erased some of those losses by overweighting this strong-performing market. Security selection in non-index Canada also detracted. Top individual detractors included Brazilian steel maker Siderurgica Nacional and iron-ore producer Companhia Vale do Rio Doce, also based in Brazil. Conversely, we had favorable security selection in telecommunication services and utilities, including virtually avoiding Mexican telephone company Telefonos de Mexico and not owning Brazil-based utility operator Centrais Eletricas Brasilerias, two index components that lagged. Some stocks mentioned in this update were not held at period end.

Note to shareholders: Fidelity Advisor Latin America Fund may invest up to 35% of its total assets in any industry that represents more than 20% of the Latin American market. As of October 31, 2009, the fund did not have more than 25% of its total assets invested in any one industry.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.48%

 

 

 

Actual

 

$ 1,000.00

$ 1,445.30

$ 9.12

HypotheticalA

 

$ 1,000.00

$ 1,017.74

$ 7.53

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,443.10

$ 10.78

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,439.70

$ 13.71

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Class C

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,440.10

$ 13.72

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,447.50

$ 7.40

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

11.0

12.1

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

8.2

7.3

Vale SA (PN-A) (Brazil, Metals & Mining)

8.1

0.0

Itau Unibanco Banco Multiplo SA (Brazil, Commercial Banks)

6.8

6.7

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

6.5

8.3

 

40.6

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Materials

21.0

24.4

Energy

18.2

22.4

Telecommunication Services

16.8

12.6

Financials

12.3

11.9

Consumer Staples

10.3

6.9

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

65.8

68.1

Mexico

15.9

15.5

Chile

6.4

2.8

Peru

3.1

1.9

Canada

1.6

0.8

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 95.7%

 

fid5184

Stocks 91.9%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.3%

 

fid5189

Short-Term
Investments and
Net Other Assets 8.1%

 

fid5293

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 95.7%

Shares

Value

Bermuda - 1.5%

Dufry South America Ltd. unit

143,350

$ 2,490,637

GP Investments, Ltd. unit (a)

143,141

731,472

TOTAL BERMUDA

3,222,109

Brazil - 65.8%

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

329,145

3,709,703

Banco Bradesco SA:

(PN)

136,250

2,665,895

(PN) sponsored ADR

260,600

5,133,820

Brascan Residential Properties SA

78,100

296,223

Companhia de Bebidas das Americas (AmBev):

(PN) sponsored ADR

69,300

6,242,544

sponsored ADR

3,260

247,760

Companhia de Concessoes Rodoviarias

35,900

706,096

Companhia de Saneamento de Minas Gerais

2,764

48,651

Companhia Energetica de Minas Gerais (CEMIG):

(PN)

23,200

364,229

(PN) sponsored ADR (non-vtg.) (c)

195,975

3,094,445

Confab Industrial SA (PN) (non-vtg.)

280,900

826,176

Eletropaulo Metropolitana SA (PN-B)

134,760

2,542,627

Equatorial Energia SA

208,577

1,978,947

GVT Holding SA (a)

96,900

2,781,226

Itau Unibanco Banco Multiplo SA

214,694

4,084,940

Itau Unibanco Banco Multiplo SA ADR

537,941

10,296,191

Lojas Americanas SA (PN)

211,600

1,380,470

Net Servicos de Comunicacao SA:

sponsored ADR

28,500

350,265

(PN) (a)

373,100

4,599,138

OGX Petroleo e Gas Participacoes SA

1,800

1,451,283

Petroleo Brasileiro SA - Petrobras:

(ON)

19,800

455,315

(PN) (non-vtg.)

334,700

6,636,228

(PN) sponsored ADR (non-vtg.)

408,950

16,407,074

sponsored ADR (c)

287,800

13,302,116

Souza Cruz Industria Comerico

87,700

3,113,221

TAM SA (PN) sponsored ADR (ltd. vtg.) (a)

251,102

3,583,226

Tele Norte Leste Participacoes SA:

(ON)

35,200

793,459

sponsored ADR (non-vtg.)

164,200

3,129,652

TIM Participacoes SA

300,600

711,732

TIM Participacoes SA sponsored ADR (non-vtg.) (c)

63,741

1,503,650

Tractebel Energia SA

191,300

2,335,311

Common Stocks - continued

Shares

Value

Brazil - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas:

(ON)

27,750

$ 682,248

(PN-A) (non-vtg.)

93,700

2,447,309

Vale SA:

(PN-A)

79,700

1,794,291

(PN-A) sponsored ADR

657,200

15,181,320

sponsored ADR (c)

251,800

6,418,382

Vivo Participacoes SA:

(PN)

37,352

909,410

sponsored ADR

229,346

5,561,641

Votorantim Celulose e Papel SA (a)

4,532

62,092

Votorantim Celulose e Papel SA sponsored ADR (a)(c)

42,101

578,468

TOTAL BRAZIL

138,406,774

Canada - 1.6%

Jaguar Mining, Inc. (a)(c)

75,400

630,161

Yamana Gold, Inc.

253,800

2,690,700

TOTAL CANADA

3,320,861

Chile - 6.4%

Banco Santander Chile sponsored ADR

58,825

3,096,548

CAP SA

186,887

4,857,409

Compania Cervecerias Unidas SA

73,570

518,918

Compania Cervecerias Unidas SA sponsored ADR

12,043

426,563

Empresa Nacional de Electricidad SA

837,646

1,287,352

Empresa Nacional de Electricidad SA sponsored ADR (c)

42,271

1,939,816

Vina Concha y Toro SA

214,543

454,583

Vina Concha y Toro SA sponsored ADR

20,985

893,961

TOTAL CHILE

13,475,150

Luxembourg - 0.7%

Millicom International Cellular SA (a)

24,000

1,503,840

Mexico - 15.9%

America Movil SAB de CV:

Series L

126,700

280,103

Series L sponsored ADR

386,644

17,062,598

Fomento Economico Mexicano SAB de CV sponsored ADR

96,863

4,195,137

Grupo Aeroportuario del Pacifico SA de CV sponsored ADR

134,593

3,430,776

Grupo Modelo SAB de CV Series C (a)

169,400

769,790

Grupo Televisa SA de CV (CPO) sponsored ADR

18,056

349,564

Industrias Penoles SA de CV

65,325

1,192,895

Common Stocks - continued

Shares

Value

Mexico - continued

Telefonos de Mexico SA de CV:

Series L

395,400

$ 329,111

Series L sponsored ADR

72,400

1,202,564

Wal-Mart de Mexico SA de CV Series V

1,313,369

4,581,612

TOTAL MEXICO

33,394,150

Panama - 0.7%

Copa Holdings SA Class A

33,400

1,410,482

Peru - 3.1%

Compania de Minas Buenaventura SA sponsored ADR

190,348

6,389,982

TOTAL COMMON STOCKS

(Cost $135,477,876)

201,123,348

Money Market Funds - 15.0%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

7,987,865

7,987,865

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

23,576,850

23,576,850

TOTAL MONEY MARKET FUNDS

(Cost $31,564,715)

31,564,715

TOTAL INVESTMENT PORTFOLIO - 110.7%

(Cost $167,042,591)

232,688,063

NET OTHER ASSETS - (10.7)%

(22,467,180)

NET ASSETS - 100%

$ 210,220,883

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 35,628

Fidelity Securities Lending Cash Central Fund

6,886

Total

$ 42,514

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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:

Brazil

$ 138,406,774

$ 138,358,123

$ 48,651

$ -

Mexico

33,394,150

33,394,150

-

-

Chile

13,475,150

13,475,150

-

-

Peru

6,389,982

6,389,982

-

-

Canada

3,320,861

3,320,861

-

-

Bermuda

3,222,109

3,222,109

-

-

Luxembourg

1,503,840

1,503,840

-

-

Panama

1,410,482

1,410,482

-

-

Money Market Funds

31,564,715

31,564,715

-

-

Total Investments in Securities:

$ 232,688,063

$ 232,639,412

$ 48,651

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $62,702,397 of which $31,501,550 and $31,200,847 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,031,795) - See accompanying schedule:

Unaffiliated issuers (cost $135,477,876)

$ 201,123,348

 

Fidelity Central Funds (cost $31,564,715)

31,564,715

 

Total Investments (cost $167,042,591)

 

$ 232,688,063

Receivable for investments sold

2,198,845

Receivable for fund shares sold

476,440

Dividends receivable

1,184,839

Distributions receivable from Fidelity Central Funds

3,719

Prepaid expenses

1,158

Other receivables

17,440

Total assets

236,570,504

 

 

 

Liabilities

Payable for investments purchased

$ 1,572,529

Payable for fund shares redeemed

853,234

Accrued management fee

131,908

Distribution fees payable

89,798

Other affiliated payables

62,959

Other payables and accrued expenses

62,343

Collateral on securities loaned, at value

23,576,850

Total liabilities

26,349,621

 

 

 

Net Assets

$ 210,220,883

Net Assets consist of:

 

Paid in capital

$ 206,594,148

Undistributed net investment income

1,435,498

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

(63,479,016)

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

65,670,253

Net Assets

$ 210,220,883

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($99,225,264 ÷ 2,290,191 shares)

$ 43.33

 

 

 

Maximum offering price per share (100/94.25 of $43.33)

$ 45.97

Class T:
Net Asset Value
and redemption price per share ($34,434,207 ÷ 797,927 shares)

$ 43.15

 

 

 

Maximum offering price per share (100/96.50 of $43.15)

$ 44.72

Class B:
Net Asset Value
and offering price per share ($18,975,250 ÷ 446,462 shares)A

$ 42.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($43,321,954 ÷ 1,023,236 shares)A

$ 42.34

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,264,208 ÷ 322,610 shares)

$ 44.22

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 4,983,150

Interest

 

3,430

Income from Fidelity Central Funds

 

42,514

 

 

5,029,094

Less foreign taxes withheld

 

(382,692)

Total income

 

4,646,402

 

 

 

Expenses

Management fee

$ 1,056,899

Transfer agent fees

464,563

Distribution fees

734,518

Accounting and security lending fees

77,497

Custodian fees and expenses

108,417

Independent trustees' compensation

1,034

Registration fees

73,760

Audit

53,990

Legal

672

Miscellaneous

1,434

Total expenses before reductions

2,572,784

Expense reductions

(27,951)

2,544,833

Net investment income (loss)

2,101,569

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(30,048,546)

Foreign currency transactions

51,454

Total net realized gain (loss)

 

(29,997,092)

Change in net unrealized appreciation (depreciation) on:

Investment securities

105,099,790

Assets and liabilities in foreign currencies

59,066

Total change in net unrealized appreciation (depreciation)

 

105,158,856

Net gain (loss)

75,161,764

Net increase (decrease) in net assets resulting from operations

$ 77,263,333

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,101,569

$ 2,177,015

Net realized gain (loss)

(29,997,092)

(32,101,879)

Change in net unrealized appreciation (depreciation)

105,158,856

(169,265,042)

Net increase (decrease) in net assets resulting
from operations

77,263,333

(199,189,906)

Distributions to shareholders from net investment income

(2,033,087)

(1,251,485)

Distributions to shareholders from net realized gain

-

(4,625,712)

Total distributions

(2,033,087)

(5,877,197)

Share transactions - net increase (decrease)

8,107,639

40,641,905

Redemption fees

50,511

320,135

Total increase (decrease) in net assets

83,388,396

(164,105,063)

 

 

 

Net Assets

Beginning of period

126,832,487

290,937,550

End of period (including undistributed net investment income of $1,435,498 and undistributed net investment income of $1,369,261, respectively)

$ 210,220,883

$ 126,832,487

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 26.44

$ 61.60

$ 37.85

$ 27.16

$ 16.72

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .54

  .53 F

  .42

  .58

  .42

Net realized and unrealized gain (loss)

  16.93

  (34.41)

  24.52

  10.94

  10.14

Total from investment operations

  17.47

  (33.88)

  24.94

  11.52

  10.56

Distributions from net investment income

  (.59)

  (.39)

  (.46)

  (.34)

  (.17)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.59)

  (1.34)

  (1.23)

  (.89)

  (.17)

Redemption fees added to paid in capital C

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 43.33

$ 26.44

$ 61.60

$ 37.85

$ 27.16

Total Return A, B

  68.16%

  (56.11)%

  67.94%

  43.54%

  63.94%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.48%

  1.43%

  1.45%

  1.62%

  1.93%

Expenses net of fee waivers,
if any

  1.48%

  1.43%

  1.45%

  1.50%

  1.56%

Expenses net of all reductions

  1.46%

  1.41%

  1.43%

  1.47%

  1.50%

Net investment income (loss)

  1.66%

  1.00% F

  .88%

  1.70%

  1.88%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 99,225

$ 62,702

$ 132,524

$ 56,662

$ 13,736

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%.

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 26.21

$ 61.09

$ 37.56

$ 26.98

$ 16.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .45

  .38 F

  .28

  .49

  .36

Net realized and unrealized gain (loss)

  16.90

  (34.13)

  24.35

  10.86

  10.09

Total from investment operations

  17.35

  (33.75)

  24.63

  11.35

  10.45

Distributions from net investment income

  (.42)

  (.24)

  (.37)

  (.28)

  (.15)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.42)

  (1.19)

  (1.14)

  (.83)

  (.15)

Redemption fees added to paid in capital C

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 43.15

$ 26.21

$ 61.09

$ 37.56

$ 26.98

Total Return A, B

  67.69%

  (56.23)%

  67.50%

  43.11%

  63.57%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.75%

  1.71%

  1.72%

  1.89%

  2.26%

Expenses net of fee waivers,
if any

  1.75%

  1.71%

  1.72%

  1.75%

  1.82%

Expenses net of all reductions

  1.73%

  1.69%

  1.71%

  1.72%

  1.77%

Net investment income (loss)

  1.39%

  .72% F

  .61%

  1.45%

  1.61%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 34,434

$ 19,709

$ 46,960

$ 23,723

$ 9,144

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .47%.

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.65

$ 59.87

$ 36.87

$ 26.54

$ 16.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .29

  .11 F

  .05

  .31

  .24

Net realized and unrealized gain (loss)

  16.72

  (33.44)

  23.91

  10.68

  9.95

Total from investment operations

  17.01

  (33.33)

  23.96

  10.99

  10.19

Distributions from net investment income

  (.17)

  -

  (.22)

  (.17)

  (.10)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.17)

  (.95)

  (.99)

  (.72)

  (.10)

Redemption fees added to paid in capital C

  .01

  .06

  .03

  .06

  .05

Net asset value, end of period

$ 42.50

$ 25.65

$ 59.87

$ 36.87

$ 26.54

Total Return A, B

  66.89%

  (56.46)%

  66.68%

  42.36%

  62.73%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.23%

  2.21%

  2.22%

  2.42%

  2.73%

Expenses net of fee waivers,
if any

  2.23%

  2.21%

  2.22%

  2.25%

  2.34%

Expenses net of all reductions

  2.21%

  2.20%

  2.20%

  2.22%

  2.28%

Net investment income (loss)

  .91%

  .21% F

  .11%

  .95%

  1.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 18,975

$ 12,623

$ 32,143

$ 17,402

$ 8,998

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.04)%.

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.54

$ 59.63

$ 36.74

$ 26.48

$ 16.35

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .29

  .13 F

  .07

  .31

  .24

Net realized and unrealized gain (loss)

  16.66

  (33.30)

  23.80

  10.65

  9.94

Total from investment operations

  16.95

  (33.17)

  23.87

  10.96

  10.18

Distributions from net investment income

  (.16)

  (.03)

  (.24)

  (.21)

  (.10)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.16)

  (.98)

  (1.01)

  (.76)

  (.10)

Redemption fees added to paid in capital C

  .01

  .06

  .03

  .06

  .05

Net asset value, end of period

$ 42.34

$ 25.54

$ 59.63

$ 36.74

$ 26.48

Total Return A, B

  66.89%

  (56.44)%

  66.66%

  42.38%

  62.86%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.23%

  2.18%

  2.18%

  2.34%

  2.69%

Expenses net of fee waivers,
if any

  2.23%

  2.18%

  2.18%

  2.25%

  2.32%

Expenses net of all reductions

  2.21%

  2.17%

  2.17%

  2.22%

  2.26%

Net investment income (loss)

  .91%

  .24% F

  .14%

  .95%

  1.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 43,322

$ 24,611

$ 60,415

$ 29,189

$ 9,252

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.02

$ 62.89

$ 38.56

$ 27.64

$ 16.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .65

  .71 E

  .58

  .66

  .46

Net realized and unrealized gain (loss)

  17.23

  (35.14)

  25.01

  11.13

  10.33

Total from investment operations

  17.88

  (34.43)

  25.59

  11.79

  10.79

Distributions from net investment income

  (.69)

  (.55)

  (.53)

  (.38)

  (.17)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.69)

  (1.50)

  (1.30)

  (.93)

  (.17)

Redemption fees added to paid in capital B

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 44.22

$ 27.02

$ 62.89

$ 38.56

$ 27.64

Total Return A

  68.60%

  (55.97)%

  68.51%

  43.79%

  64.36%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.20%

  1.14%

  1.12%

  1.26%

  1.59%

Expenses net of fee waivers,
if any

  1.20%

  1.14%

  1.12%

  1.25%

  1.36%

Expenses net of all reductions

  1.19%

  1.12%

  1.11%

  1.23%

  1.30%

Net investment income (loss)

  1.93%

  1.29% E

  1.21%

  1.94%

  2.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 14,264

$ 7,189

$ 18,897

$ 6,335

$ 4,810

Portfolio turnover rate D

  57%

  48%

  49%

  50%

  42%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Latin America Fund (the Fund) is a non-diversified fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results

Annual Report

3. Significant Accounting Policies - continued

could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

connection with the tax positions taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 67,564,269

Gross unrealized depreciation

(4,497,290)

Net unrealized appreciation (depreciation)

$ 63,066,979

 

 

Tax Cost

$ 169,621,084

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

Undistributed ordinary income

$ 3,237,372

Capital loss carryforward

$ (62,702,397)

Net unrealized appreciation (depreciation)

$ 63,042,198

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 2,033,087

$ 1,251,485

Long-term Capital Gains

-

4,625,712

Total

$ 2,033,087

$ 5,877,197

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $83,169,548 and $79,983,041, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 179,548

$ 2,904

Class T

.25%

.25%

120,550

748

Class B

.75%

.25%

142,428

107,088

Class C

.75%

.25%

291,992

58,980

 

 

 

$ 734,518

$ 169,720

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 61,757

Class T

9,062

Class B*

49,068

Class C*

9,888

 

$ 129,775

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 222,524

.31

Class T

80,789

.33

Class B

44,880

.31

Class C

91,518

.31

Institutional Class

24,852

.28

 

$ 464,563

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $108 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $725 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $6,886.

8. Expense Reductions.

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

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.75%

$ 695

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $27,256 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,351,229

$ 858,859

Class T

302,644

187,433

Class B

80,164

-

Class C

140,439

31,775

Institutional Class

158,611

173,418

Total

$ 2,033,087

$ 1,251,485

From net realized gain

 

 

Class A

$ -

$ 2,092,092

Class T

-

742,575

Class B

-

516,624

Class C

-

973,748

Institutional Class

-

300,673

Total

$ -

$ 4,625,712

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

717,827

1,804,080

$ 24,570,868

$ 103,513,609

Reinvestment of distributions

54,590

44,760

1,233,366

2,663,650

Shares redeemed

(853,465)

(1,629,019)

(25,601,192)

(76,716,074)

Net increase (decrease)

(81,048)

219,821

$ 203,042

$ 29,461,185

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class T

 

 

 

 

Shares sold

289,423

455,941

$ 9,457,466

$ 25,880,888

Reinvestment of distributions

12,820

15,156

291,028

896,344

Shares redeemed

(256,194)

(487,974)

(7,384,302)

(22,726,188)

Net increase (decrease)

46,049

(16,877)

$ 2,364,192

$ 4,051,044

Class B

 

 

 

 

Shares sold

96,316

230,078

$ 3,207,351

$ 12,689,809

Reinvestment of distributions

3,068

8,122

71,250

472,231

Shares redeemed

(144,947)

(283,069)

(4,309,486)

(12,786,098)

Net increase (decrease)

(45,563)

(44,869)

$ (1,030,885)

$ 375,942

Class C

 

 

 

 

Shares sold

368,876

559,295

$ 12,830,970

$ 31,685,538

Reinvestment of distributions

5,111

14,808

118,795

856,928

Shares redeemed

(314,277)

(623,778)

(9,100,914)

(28,689,395)

Net increase (decrease)

59,710

(49,675)

$ 3,848,851

$ 3,853,071

Institutional Class

 

 

 

 

Shares sold

202,877

361,455

$ 7,228,984

$ 21,471,831

Reinvestment of distributions

4,984

5,443

114,341

330,045

Shares redeemed

(151,305)

(401,317)

(4,620,886)

(18,901,213)

Net increase (decrease)

56,556

(34,419)

$ 2,722,439

$ 2,900,663

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Latin America Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Latin America Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Latin America Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-
present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-
present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008- present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006- present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005- present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-
present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$0.409

$0.370

 

 

 

 

 

Class T

12/07/09

12/04/09

$0.331

$0.370

 

 

 

 

 

Class B

12/07/09

12/04/09

$0.146

$0.370

 

 

 

 

 

Class C

12/07/09

12/04/09

$0.184

$0.370

Class A designates 100% and 96%; Class T designates 100% and 96%; Class B designates 100% and 96%; and Class C designates 100% and 96%; of the dividends distributed in December 5, 2008 and December 30, 2008, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/08

$0.589

$0.0911

 

12/31/08

$0.090

$0.0000

Class B

12/08/08

$0.169

$0.0911

 

12/31/08

$0.090

$0.0000

Class C

12/08/08

$0.157

$0.0911

 

12/31/08

$0.090

$0.0000

Class T

12/08/08

$0.421

$0.0911

 

12/31/08

$0.090

$0.0000

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Latin America 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index over multiple periods. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Latin America Fund


fid5295

The Board stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's below-benchmark performance. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% 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.

Advisor Latin America Fund


fid5297

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked below its competitive median for 2008.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

ALAF-UANN-1209
1.784760.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Latin America

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class

68.60%

24.21%

16.15%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Latin America Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) - Latin America Index performed over the same period.


fid5312

Annual Report

Management's Discussion of Fund Performance

Market Recap: Stocks in emerging markets produced outsized gains, as investors' moods shifted from despair early in the period to optimism that the global recession might have ended. Reflecting the improving sentiment, the MSCI® Emerging Markets (EM) Index returned 64.63% during the year ending October 31, 2009. Of the three regions with the largest representation in the index - Europe/Middle East/Africa (EMEA), Latin America, and Asia ex Australia and New Zealand - Latin America had the strongest showing, at more than 77%, driven mainly by a return of over 92% for Brazil, whose major city, Rio de Janeiro, recently won the competition to host the 2016 Olympic games. Asian stocks also performed extremely well, returning almost 67%. A key driver in that case was China, whose return of roughly 102% came amid accelerating economic growth. In the EMEA region, stocks returned about 47%, with key components South Africa and Russia finishing at roughly 62% and 45%, respectively.

Comments from Adam Kutas, Portfolio Manager of Fidelity® Advisor Latin America Fund: For the year, the fund's Institutional Class shares returned 68.60%, trailing the MSCI EM Latin America Index, which advanced 78.10%. Holding a modest cash position in a strong market was the biggest detractor. Stock selection and an underweighting in the materials sector also hurt, as did overweighting consumer discretionary. Unfavorable market positioning and stock picking in financials was another detractor, as was security selection in energy. On a country basis, our holdings in Brazil modestly trailed that nation's aggregate return in the index, but we erased some of those losses by overweighting this strong-performing market. Security selection in non-index Canada also detracted. Top individual detractors included Brazilian steel maker Siderurgica Nacional and iron-ore producer Companhia Vale do Rio Doce, also based in Brazil. Conversely, we had favorable security selection in telecommunication services and utilities, including virtually avoiding Mexican telephone company Telefonos de Mexico and not owning Brazil-based utility operator Centrais Eletricas Brasilerias, two index components that lagged. Some stocks mentioned in this update were not held at period end.

Note to shareholders: Fidelity Advisor Latin America Fund may invest up to 35% of its total assets in any industry that represents more than 20% of the Latin American market. As of October 31, 2009, the fund did not have more than 25% of its total assets invested in any one industry.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009
to October 31, 2009

Class A

1.48%

 

 

 

Actual

 

$ 1,000.00

$ 1,445.30

$ 9.12

HypotheticalA

 

$ 1,000.00

$ 1,017.74

$ 7.53

Class T

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,443.10

$ 10.78

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class B

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,439.70

$ 13.71

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Class C

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,440.10

$ 13.72

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,447.50

$ 7.40

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

11.0

12.1

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

8.2

7.3

Vale SA (PN-A) (Brazil, Metals & Mining)

8.1

0.0

Itau Unibanco Banco Multiplo SA (Brazil, Commercial Banks)

6.8

6.7

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

6.5

8.3

 

40.6

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Materials

21.0

24.4

Energy

18.2

22.4

Telecommunication Services

16.8

12.6

Financials

12.3

11.9

Consumer Staples

10.3

6.9

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

65.8

68.1

Mexico

15.9

15.5

Chile

6.4

2.8

Peru

3.1

1.9

Canada

1.6

0.8

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 95.7%

 

fid5184

Stocks 91.9%

 

fid5189

Short-Term
Investments and
Net Other Assets 4.3%

 

fid5189

Short-Term
Investments and
Net Other Assets 8.1%

 

fid5318

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 95.7%

Shares

Value

Bermuda - 1.5%

Dufry South America Ltd. unit

143,350

$ 2,490,637

GP Investments, Ltd. unit (a)

143,141

731,472

TOTAL BERMUDA

3,222,109

Brazil - 65.8%

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

329,145

3,709,703

Banco Bradesco SA:

(PN)

136,250

2,665,895

(PN) sponsored ADR

260,600

5,133,820

Brascan Residential Properties SA

78,100

296,223

Companhia de Bebidas das Americas (AmBev):

(PN) sponsored ADR

69,300

6,242,544

sponsored ADR

3,260

247,760

Companhia de Concessoes Rodoviarias

35,900

706,096

Companhia de Saneamento de Minas Gerais

2,764

48,651

Companhia Energetica de Minas Gerais (CEMIG):

(PN)

23,200

364,229

(PN) sponsored ADR (non-vtg.) (c)

195,975

3,094,445

Confab Industrial SA (PN) (non-vtg.)

280,900

826,176

Eletropaulo Metropolitana SA (PN-B)

134,760

2,542,627

Equatorial Energia SA

208,577

1,978,947

GVT Holding SA (a)

96,900

2,781,226

Itau Unibanco Banco Multiplo SA

214,694

4,084,940

Itau Unibanco Banco Multiplo SA ADR

537,941

10,296,191

Lojas Americanas SA (PN)

211,600

1,380,470

Net Servicos de Comunicacao SA:

sponsored ADR

28,500

350,265

(PN) (a)

373,100

4,599,138

OGX Petroleo e Gas Participacoes SA

1,800

1,451,283

Petroleo Brasileiro SA - Petrobras:

(ON)

19,800

455,315

(PN) (non-vtg.)

334,700

6,636,228

(PN) sponsored ADR (non-vtg.)

408,950

16,407,074

sponsored ADR (c)

287,800

13,302,116

Souza Cruz Industria Comerico

87,700

3,113,221

TAM SA (PN) sponsored ADR (ltd. vtg.) (a)

251,102

3,583,226

Tele Norte Leste Participacoes SA:

(ON)

35,200

793,459

sponsored ADR (non-vtg.)

164,200

3,129,652

TIM Participacoes SA

300,600

711,732

TIM Participacoes SA sponsored ADR (non-vtg.) (c)

63,741

1,503,650

Tractebel Energia SA

191,300

2,335,311

Common Stocks - continued

Shares

Value

Brazil - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas:

(ON)

27,750

$ 682,248

(PN-A) (non-vtg.)

93,700

2,447,309

Vale SA:

(PN-A)

79,700

1,794,291

(PN-A) sponsored ADR

657,200

15,181,320

sponsored ADR (c)

251,800

6,418,382

Vivo Participacoes SA:

(PN)

37,352

909,410

sponsored ADR

229,346

5,561,641

Votorantim Celulose e Papel SA (a)

4,532

62,092

Votorantim Celulose e Papel SA sponsored ADR (a)(c)

42,101

578,468

TOTAL BRAZIL

138,406,774

Canada - 1.6%

Jaguar Mining, Inc. (a)(c)

75,400

630,161

Yamana Gold, Inc.

253,800

2,690,700

TOTAL CANADA

3,320,861

Chile - 6.4%

Banco Santander Chile sponsored ADR

58,825

3,096,548

CAP SA

186,887

4,857,409

Compania Cervecerias Unidas SA

73,570

518,918

Compania Cervecerias Unidas SA sponsored ADR

12,043

426,563

Empresa Nacional de Electricidad SA

837,646

1,287,352

Empresa Nacional de Electricidad SA sponsored ADR (c)

42,271

1,939,816

Vina Concha y Toro SA

214,543

454,583

Vina Concha y Toro SA sponsored ADR

20,985

893,961

TOTAL CHILE

13,475,150

Luxembourg - 0.7%

Millicom International Cellular SA (a)

24,000

1,503,840

Mexico - 15.9%

America Movil SAB de CV:

Series L

126,700

280,103

Series L sponsored ADR

386,644

17,062,598

Fomento Economico Mexicano SAB de CV sponsored ADR

96,863

4,195,137

Grupo Aeroportuario del Pacifico SA de CV sponsored ADR

134,593

3,430,776

Grupo Modelo SAB de CV Series C (a)

169,400

769,790

Grupo Televisa SA de CV (CPO) sponsored ADR

18,056

349,564

Industrias Penoles SA de CV

65,325

1,192,895

Common Stocks - continued

Shares

Value

Mexico - continued

Telefonos de Mexico SA de CV:

Series L

395,400

$ 329,111

Series L sponsored ADR

72,400

1,202,564

Wal-Mart de Mexico SA de CV Series V

1,313,369

4,581,612

TOTAL MEXICO

33,394,150

Panama - 0.7%

Copa Holdings SA Class A

33,400

1,410,482

Peru - 3.1%

Compania de Minas Buenaventura SA sponsored ADR

190,348

6,389,982

TOTAL COMMON STOCKS

(Cost $135,477,876)

201,123,348

Money Market Funds - 15.0%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

7,987,865

7,987,865

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

23,576,850

23,576,850

TOTAL MONEY MARKET FUNDS

(Cost $31,564,715)

31,564,715

TOTAL INVESTMENT PORTFOLIO - 110.7%

(Cost $167,042,591)

232,688,063

NET OTHER ASSETS - (10.7)%

(22,467,180)

NET ASSETS - 100%

$ 210,220,883

Legend

(a) Non-income producing

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

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

(d) 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.

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

$ 35,628

Fidelity Securities Lending Cash Central Fund

6,886

Total

$ 42,514

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table 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:

Brazil

$ 138,406,774

$ 138,358,123

$ 48,651

$ -

Mexico

33,394,150

33,394,150

-

-

Chile

13,475,150

13,475,150

-

-

Peru

6,389,982

6,389,982

-

-

Canada

3,320,861

3,320,861

-

-

Bermuda

3,222,109

3,222,109

-

-

Luxembourg

1,503,840

1,503,840

-

-

Panama

1,410,482

1,410,482

-

-

Money Market Funds

31,564,715

31,564,715

-

-

Total Investments in Securities:

$ 232,688,063

$ 232,639,412

$ 48,651

$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $62,702,397 of which $31,501,550 and $31,200,847 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,031,795) - See accompanying schedule:

Unaffiliated issuers (cost $135,477,876)

$ 201,123,348

 

Fidelity Central Funds (cost $31,564,715)

31,564,715

 

Total Investments (cost $167,042,591)

 

$ 232,688,063

Receivable for investments sold

2,198,845

Receivable for fund shares sold

476,440

Dividends receivable

1,184,839

Distributions receivable from Fidelity Central Funds

3,719

Prepaid expenses

1,158

Other receivables

17,440

Total assets

236,570,504

 

 

 

Liabilities

Payable for investments purchased

$ 1,572,529

Payable for fund shares redeemed

853,234

Accrued management fee

131,908

Distribution fees payable

89,798

Other affiliated payables

62,959

Other payables and accrued expenses

62,343

Collateral on securities loaned, at value

23,576,850

Total liabilities

26,349,621

 

 

 

Net Assets

$ 210,220,883

Net Assets consist of:

 

Paid in capital

$ 206,594,148

Undistributed net investment income

1,435,498

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

(63,479,016)

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

65,670,253

Net Assets

$ 210,220,883

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($99,225,264 ÷ 2,290,191 shares)

$ 43.33

 

 

 

Maximum offering price per share (100/94.25 of $43.33)

$ 45.97

Class T:
Net Asset Value
and redemption price per share ($34,434,207 ÷ 797,927 shares)

$ 43.15

 

 

 

Maximum offering price per share (100/96.50 of $43.15)

$ 44.72

Class B:
Net Asset Value
and offering price per share ($18,975,250 ÷ 446,462 shares)A

$ 42.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($43,321,954 ÷ 1,023,236 shares)A

$ 42.34

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,264,208 ÷ 322,610 shares)

$ 44.22

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 4,983,150

Interest

 

3,430

Income from Fidelity Central Funds

 

42,514

 

 

5,029,094

Less foreign taxes withheld

 

(382,692)

Total income

 

4,646,402

 

 

 

Expenses

Management fee

$ 1,056,899

Transfer agent fees

464,563

Distribution fees

734,518

Accounting and security lending fees

77,497

Custodian fees and expenses

108,417

Independent trustees' compensation

1,034

Registration fees

73,760

Audit

53,990

Legal

672

Miscellaneous

1,434

Total expenses before reductions

2,572,784

Expense reductions

(27,951)

2,544,833

Net investment income (loss)

2,101,569

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(30,048,546)

Foreign currency transactions

51,454

Total net realized gain (loss)

 

(29,997,092)

Change in net unrealized appreciation (depreciation) on:

Investment securities

105,099,790

Assets and liabilities in foreign currencies

59,066

Total change in net unrealized appreciation (depreciation)

 

105,158,856

Net gain (loss)

75,161,764

Net increase (decrease) in net assets resulting from operations

$ 77,263,333

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,101,569

$ 2,177,015

Net realized gain (loss)

(29,997,092)

(32,101,879)

Change in net unrealized appreciation (depreciation)

105,158,856

(169,265,042)

Net increase (decrease) in net assets resulting
from operations

77,263,333

(199,189,906)

Distributions to shareholders from net investment income

(2,033,087)

(1,251,485)

Distributions to shareholders from net realized gain

-

(4,625,712)

Total distributions

(2,033,087)

(5,877,197)

Share transactions - net increase (decrease)

8,107,639

40,641,905

Redemption fees

50,511

320,135

Total increase (decrease) in net assets

83,388,396

(164,105,063)

 

 

 

Net Assets

Beginning of period

126,832,487

290,937,550

End of period (including undistributed net investment income of $1,435,498 and undistributed net investment income of $1,369,261, respectively)

$ 210,220,883

$ 126,832,487

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 26.44

$ 61.60

$ 37.85

$ 27.16

$ 16.72

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .54

  .53 F

  .42

  .58

  .42

Net realized and unrealized gain (loss)

  16.93

  (34.41)

  24.52

  10.94

  10.14

Total from investment operations

  17.47

  (33.88)

  24.94

  11.52

  10.56

Distributions from net investment income

  (.59)

  (.39)

  (.46)

  (.34)

  (.17)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.59)

  (1.34)

  (1.23)

  (.89)

  (.17)

Redemption fees added to paid in capital C

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 43.33

$ 26.44

$ 61.60

$ 37.85

$ 27.16

Total Return A, B

  68.16%

  (56.11)%

  67.94%

  43.54%

  63.94%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.48%

  1.43%

  1.45%

  1.62%

  1.93%

Expenses net of fee waivers,
if any

  1.48%

  1.43%

  1.45%

  1.50%

  1.56%

Expenses net of all reductions

  1.46%

  1.41%

  1.43%

  1.47%

  1.50%

Net investment income (loss)

  1.66%

  1.00% F

  .88%

  1.70%

  1.88%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 99,225

$ 62,702

$ 132,524

$ 56,662

$ 13,736

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%.

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 26.21

$ 61.09

$ 37.56

$ 26.98

$ 16.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .45

  .38 F

  .28

  .49

  .36

Net realized and unrealized gain (loss)

  16.90

  (34.13)

  24.35

  10.86

  10.09

Total from investment operations

  17.35

  (33.75)

  24.63

  11.35

  10.45

Distributions from net investment income

  (.42)

  (.24)

  (.37)

  (.28)

  (.15)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.42)

  (1.19)

  (1.14)

  (.83)

  (.15)

Redemption fees added to paid in capital C

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 43.15

$ 26.21

$ 61.09

$ 37.56

$ 26.98

Total Return A, B

  67.69%

  (56.23)%

  67.50%

  43.11%

  63.57%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.75%

  1.71%

  1.72%

  1.89%

  2.26%

Expenses net of fee waivers,
if any

  1.75%

  1.71%

  1.72%

  1.75%

  1.82%

Expenses net of all reductions

  1.73%

  1.69%

  1.71%

  1.72%

  1.77%

Net investment income (loss)

  1.39%

  .72% F

  .61%

  1.45%

  1.61%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 34,434

$ 19,709

$ 46,960

$ 23,723

$ 9,144

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .47%.

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.65

$ 59.87

$ 36.87

$ 26.54

$ 16.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .29

  .11 F

  .05

  .31

  .24

Net realized and unrealized gain (loss)

  16.72

  (33.44)

  23.91

  10.68

  9.95

Total from investment operations

  17.01

  (33.33)

  23.96

  10.99

  10.19

Distributions from net investment income

  (.17)

  -

  (.22)

  (.17)

  (.10)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.17)

  (.95)

  (.99)

  (.72)

  (.10)

Redemption fees added to paid in capital C

  .01

  .06

  .03

  .06

  .05

Net asset value, end of period

$ 42.50

$ 25.65

$ 59.87

$ 36.87

$ 26.54

Total Return A, B

  66.89%

  (56.46)%

  66.68%

  42.36%

  62.73%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.23%

  2.21%

  2.22%

  2.42%

  2.73%

Expenses net of fee waivers,
if any

  2.23%

  2.21%

  2.22%

  2.25%

  2.34%

Expenses net of all reductions

  2.21%

  2.20%

  2.20%

  2.22%

  2.28%

Net investment income (loss)

  .91%

  .21% F

  .11%

  .95%

  1.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 18,975

$ 12,623

$ 32,143

$ 17,402

$ 8,998

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.04)%.

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.54

$ 59.63

$ 36.74

$ 26.48

$ 16.35

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .29

  .13 F

  .07

  .31

  .24

Net realized and unrealized gain (loss)

  16.66

  (33.30)

  23.80

  10.65

  9.94

Total from investment operations

  16.95

  (33.17)

  23.87

  10.96

  10.18

Distributions from net investment income

  (.16)

  (.03)

  (.24)

  (.21)

  (.10)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.16)

  (.98)

  (1.01)

  (.76)

  (.10)

Redemption fees added to paid in capital C

  .01

  .06

  .03

  .06

  .05

Net asset value, end of period

$ 42.34

$ 25.54

$ 59.63

$ 36.74

$ 26.48

Total Return A, B

  66.89%

  (56.44)%

  66.66%

  42.38%

  62.86%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.23%

  2.18%

  2.18%

  2.34%

  2.69%

Expenses net of fee waivers,
if any

  2.23%

  2.18%

  2.18%

  2.25%

  2.32%

Expenses net of all reductions

  2.21%

  2.17%

  2.17%

  2.22%

  2.26%

Net investment income (loss)

  .91%

  .24% F

  .14%

  .95%

  1.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 43,322

$ 24,611

$ 60,415

$ 29,189

$ 9,252

Portfolio turnover rate E

  57%

  48%

  49%

  50%

  42%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

F Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.02

$ 62.89

$ 38.56

$ 27.64

$ 16.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .65

  .71 E

  .58

  .66

  .46

Net realized and unrealized gain (loss)

  17.23

  (35.14)

  25.01

  11.13

  10.33

Total from investment operations

  17.88

  (34.43)

  25.59

  11.79

  10.79

Distributions from net investment income

  (.69)

  (.55)

  (.53)

  (.38)

  (.17)

Distributions from net realized gain

  -

  (.95)

  (.77)

  (.55)

  -

Total distributions

  (.69)

  (1.50)

  (1.30)

  (.93)

  (.17)

Redemption fees added to paid in capital B

  .01

  .06

  .04

  .06

  .05

Net asset value, end of period

$ 44.22

$ 27.02

$ 62.89

$ 38.56

$ 27.64

Total Return A

  68.60%

  (55.97)%

  68.51%

  43.79%

  64.36%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.20%

  1.14%

  1.12%

  1.26%

  1.59%

Expenses net of fee waivers,
if any

  1.20%

  1.14%

  1.12%

  1.25%

  1.36%

Expenses net of all reductions

  1.19%

  1.12%

  1.11%

  1.23%

  1.30%

Net investment income (loss)

  1.93%

  1.29% E

  1.21%

  1.94%

  2.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 14,264

$ 7,189

$ 18,897

$ 6,335

$ 4,810

Portfolio turnover rate D

  57%

  48%

  49%

  50%

  42%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Latin America Fund (the Fund) is a non-diversified fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results

Annual Report

3. Significant Accounting Policies - continued

could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

connection with the tax positions taken by the Fund. 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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 67,564,269

Gross unrealized depreciation

(4,497,290)

Net unrealized appreciation (depreciation)

$ 63,066,979

 

 

Tax Cost

$ 169,621,084

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

Undistributed ordinary income

$ 3,237,372

Capital loss carryforward

$ (62,702,397)

Net unrealized appreciation (depreciation)

$ 63,042,198

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 2,033,087

$ 1,251,485

Long-term Capital Gains

-

4,625,712

Total

$ 2,033,087

$ 5,877,197

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $83,169,548 and $79,983,041, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 179,548

$ 2,904

Class T

.25%

.25%

120,550

748

Class B

.75%

.25%

142,428

107,088

Class C

.75%

.25%

291,992

58,980

 

 

 

$ 734,518

$ 169,720

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 61,757

Class T

9,062

Class B*

49,068

Class C*

9,888

 

$ 129,775

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 222,524

.31

Class T

80,789

.33

Class B

44,880

.31

Class C

91,518

.31

Institutional Class

24,852

.28

 

$ 464,563

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $108 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $725 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $6,886.

8. Expense Reductions.

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

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.75%

$ 695

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $27,256 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,351,229

$ 858,859

Class T

302,644

187,433

Class B

80,164

-

Class C

140,439

31,775

Institutional Class

158,611

173,418

Total

$ 2,033,087

$ 1,251,485

From net realized gain

 

 

Class A

$ -

$ 2,092,092

Class T

-

742,575

Class B

-

516,624

Class C

-

973,748

Institutional Class

-

300,673

Total

$ -

$ 4,625,712

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

717,827

1,804,080

$ 24,570,868

$ 103,513,609

Reinvestment of distributions

54,590

44,760

1,233,366

2,663,650

Shares redeemed

(853,465)

(1,629,019)

(25,601,192)

(76,716,074)

Net increase (decrease)

(81,048)

219,821

$ 203,042

$ 29,461,185

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class T

 

 

 

 

Shares sold

289,423

455,941

$ 9,457,466

$ 25,880,888

Reinvestment of distributions

12,820

15,156

291,028

896,344

Shares redeemed

(256,194)

(487,974)

(7,384,302)

(22,726,188)

Net increase (decrease)

46,049

(16,877)

$ 2,364,192

$ 4,051,044

Class B

 

 

 

 

Shares sold

96,316

230,078

$ 3,207,351

$ 12,689,809

Reinvestment of distributions

3,068

8,122

71,250

472,231

Shares redeemed

(144,947)

(283,069)

(4,309,486)

(12,786,098)

Net increase (decrease)

(45,563)

(44,869)

$ (1,030,885)

$ 375,942

Class C

 

 

 

 

Shares sold

368,876

559,295

$ 12,830,970

$ 31,685,538

Reinvestment of distributions

5,111

14,808

118,795

856,928

Shares redeemed

(314,277)

(623,778)

(9,100,914)

(28,689,395)

Net increase (decrease)

59,710

(49,675)

$ 3,848,851

$ 3,853,071

Institutional Class

 

 

 

 

Shares sold

202,877

361,455

$ 7,228,984

$ 21,471,831

Reinvestment of distributions

4,984

5,443

114,341

330,045

Shares redeemed

(151,305)

(401,317)

(4,620,886)

(18,901,213)

Net increase (decrease)

56,556

(34,419)

$ 2,722,439

$ 2,900,663

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Latin America Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Latin America Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Latin America Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-
present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-
present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008- present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006- present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005- present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-
present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$0.512

$0.370

Institutional Class designates 92% and 96% of the dividends distributed in December 5, 2008 and December 30, 2008, respectively 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 percentage of dividends distributed during the fiscal year representing income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class I

12/08/08

$0.692

$0.0911

Class I

12/31/08

$0.090

$0.0000

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Latin America 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index over multiple periods. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Latin America Fund


fid5320

The Board stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's below-benchmark performance. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% 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.

Advisor Latin America Fund


fid5322

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit 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 each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each class ranked below its competitive median for 2008.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

State Street Bank and Trust Company

Quincy, MA

ALAFI-UANN-1209
1.784761.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Overseas

Fund - Class A, Class T, Class B and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

11.19%

2.51%

0.40%

Class T (incl. 3.50% sales charge)

13.58%

2.82%

0.48%

Class B (incl. contingent deferred sales charge) A

12.09%

2.57%

0.41%

Class C (incl. contingent deferred sales charge) B

16.06%

2.96%

0.23%

A Class B shares' contingent deferred sales charges included in the past one year, past five year, and past ten year total return figures are 5%, 2% and 0%, respectively.

B Class C shares' contingent deferred sales charge included in the past one year, past five year, and past ten year total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Overseas Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index (Europe, Australasia, Far East) Index performed over the same period.


fid5337

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Graeme Rockett, Portfolio Manager of Fidelity® Advisor Overseas Fund: For the 12 months ending October 31, 2009, the fund's Class A, Class T, Class B and Class C shares returned 17.97%, 17.70%, 17.09%, and 17.06%, respectively (excluding sales charges), underperforming the MSCI EAFE Index. Unfavorable security selection in financials hurt the most. Shares of British asset manager Man Group fell as its business declined. We did not own Italy's UniCredit and Belgium's KBC Groupe when these commercial bank stocks recovered following significant downturns. We had an overweighting in Nomura Holdings, a Japanese diversified financial that lost ground. An underweighting in BHP Billiton, an Anglo-Australian mining stock, and an overweighting in Swiss food giant Nestlé detracted as well. In addition, currency trends related to our country positioning had a negative impact. On the other hand, the fund was helped by not owning German auto maker and index component Volkswagen, and by holding overweighted positions in Belgian/U.S. beer maker Anheuser-Busch InBev; Signet Jewelers, a Bermuda-registered retailer with stores in the U.K. and U.S.; and Hong Kong Exchange & Clearing.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.38%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.80

$ 7.92

Hypothetical A

 

$ 1,000.00

$ 1,018.25

$ 7.02

Class T

1.55%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.20

$ 8.88

Hypothetical A

 

$ 1,000.00

$ 1,017.39

$ 7.88

Class B

2.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,270.70

$ 12.19

Hypothetical A

 

$ 1,000.00

$ 1,014.47

$ 10.82

Class C

2.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,270.50

$ 12.19

Hypothetical A

 

$ 1,000.00

$ 1,014.47

$ 10.82

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.00

$ 5.91

Hypothetical A

 

$ 1,000.00

$ 1,020.01

$ 5.24

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.0

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

2.1

2.1

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

2.1

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

1.7

1.4

Royal Dutch Shell PLC Class A (United Kingdom, Oil, Gas & Consumable Fuels)

1.6

1.6

 

9.8

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.4

25.8

Consumer Discretionary

14.8

14.1

Industrials

9.6

5.7

Materials

9.2

7.2

Energy

8.7

9.2

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

22.0

24.9

Japan

14.8

16.2

France

12.4

12.2

Germany

11.3

10.1

Switzerland

6.2

7.1

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 99.7%

 

fid5184

Stocks 98.7%

 

fid5189

Short-Term
Investments and
Net Other Assets 0.3%

 

fid5189

Short-Term
Investments and
Net Other Assets 1.3%

 

fid5343

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (000s)

Australia - 4.4%

AMP Ltd.

855,414

$ 4,506

Aristocrat Leisure Ltd.

1,059,668

4,229

Australia & New Zealand Banking Group Ltd.

138,019

2,814

BHP Billiton Ltd.

220,519

7,230

Commonwealth Bank of Australia

215,283

9,945

National Australia Bank Ltd.

274,068

7,239

Navitas Ltd.

635,200

2,114

Newcrest Mining Ltd.

71,511

2,055

Rio Tinto Ltd.

46,207

2,560

SEEK Ltd.

226,300

1,216

Wesfarmers Ltd.

54,854

1,368

Westfield Group unit

658,686

7,134

TOTAL AUSTRALIA

52,410

Austria - 0.5%

Wienerberger AG (a)(c)

352,040

6,382

Bailiwick of Jersey - 0.8%

Informa PLC

985,880

4,746

WPP PLC

502,390

4,504

TOTAL BAILIWICK OF JERSEY

9,250

Belgium - 1.7%

Anheuser-Busch InBev SA NV

289,294

13,625

Fortis (a)

443,600

1,927

Hamon & Compagnie International SA

60,300

2,540

KBC Ancora (a)

72,100

1,758

TOTAL BELGIUM

19,850

Bermuda - 0.3%

Signet Jewelers Ltd.

22,000

555

Signet Jewelers Ltd. (United Kingdom)

126,005

3,196

TOTAL BERMUDA

3,751

Brazil - 0.7%

TIM Participacoes SA sponsored ADR (non-vtg.)

176,300

4,159

Vivo Participacoes SA sponsored ADR

179,900

4,363

TOTAL BRAZIL

8,522

Canada - 0.6%

Open Text Corp. (a)

37,600

1,403

Suncor Energy, Inc.

161,500

5,357

TOTAL CANADA

6,760

Common Stocks - continued

Shares

Value (000s)

Cayman Islands - 0.3%

Hengdeli Holdings Ltd.

8,310,000

$ 2,706

Himax Technologies, Inc. sponsored ADR

320,300

846

TOTAL CAYMAN ISLANDS

3,552

China - 0.8%

Baidu.com, Inc. sponsored ADR (a)

10,400

3,930

BYD Co. Ltd. (H Shares) (a)

287,500

2,632

Home Inns & Hotels Management, Inc. sponsored ADR (a)

44,400

1,180

Parkson Retail Group Ltd.

829,500

1,343

TOTAL CHINA

9,085

Denmark - 1.5%

Danske Bank AS (a)

61,600

1,428

Novo Nordisk AS:

Series B

57,731

3,595

Series B sponsored ADR

147,900

9,192

Vestas Wind Systems AS (a)

33,600

2,382

William Demant Holding AS (a)

26,100

1,865

TOTAL DENMARK

18,462

Egypt - 0.3%

Orascom Telecom Holding SAE unit

109,900

3,748

Finland - 0.1%

Nokia Corp.

103,952

1,313

France - 12.4%

Accor SA

90,684

4,360

Alstom SA

57,175

3,982

AXA SA

144,258

3,587

AXA SA sponsored ADR

101,800

2,525

BNP Paribas SA (c)

177,955

13,473

CNP Assurances

26,272

2,543

Compagnie de St. Gobain

163,713

8,024

Credit Agricole SA

173,300

3,342

Danone

184,422

11,115

Essilor International SA

45,400

2,549

Iliad Group SA

18,000

1,952

Ingenico SA

98,624

2,441

Ipsos SA

58,500

1,795

Laurent-Perrier Group

21,000

1,677

LVMH Moet Hennessy - Louis Vuitton

64,446

6,700

Meetic (a)

33,500

983

Michelin CGDE Series B

57,815

4,301

Common Stocks - continued

Shares

Value (000s)

France - continued

Pernod Ricard SA

73,033

$ 6,103

Remy Cointreau SA

45,732

2,215

Sanofi-Aventis sponsored ADR

290,100

10,710

Schneider Electric SA

64,155

6,704

Societe Generale Series A

142,304

9,503

Total SA:

Series B

161,788

9,681

sponsored ADR

172,600

10,368

Unibail-Rodamco

33,759

7,499

Vallourec SA

23,344

3,700

Veolia Environnement

111,169

3,644

Wendel

58,900

3,285

TOTAL FRANCE

148,761

Germany - 11.1%

Aixtron AG

152,500

4,571

Allianz AG (Reg.)

53,958

6,124

BASF AG

75,600

4,061

Bayer AG

92,900

6,457

Bayerische Motoren Werke AG (BMW)

166,550

8,160

Daimler AG

54,800

2,643

Daimler AG (Reg.)

112,800

5,440

Deutsche Bank AG (c)

76,800

5,501

Deutsche Bank AG (NY Shares)

25,200

1,805

Deutsche Boerse AG

131,769

10,688

Deutsche Lufthansa AG (Reg.)

173,000

2,673

Deutsche Post AG

183,500

3,104

Deutsche Postbank AG (a)

41,400

1,285

Deutsche Telekom AG (Reg.)

91,172

1,234

E.ON AG

384,544

14,764

HeidelbergCement AG

165,748

9,934

Linde AG

51,641

5,425

Metro AG

202,800

11,269

Munich Re Group (Reg.)

22,613

3,582

Puma AG

12,962

3,962

SAP AG

103,500

4,685

SAP AG sponsored ADR

98,500

4,459

SGL Carbon AG (a)

49,700

1,909

Siemens AG (Reg.)

70,922

6,384

Vossloh AG

30,000

3,000

TOTAL GERMANY

133,119

Common Stocks - continued

Shares

Value (000s)

Greece - 0.3%

National Bank of Greece SA (a)

81,385

$ 3,029

Hong Kong - 2.6%

China Unicom (Hong Kong) Ltd. sponsored ADR

293,900

3,718

Hang Lung Properties Ltd.

1,341,000

5,068

Hang Seng Bank Ltd.

77,200

1,091

Hong Kong Exchange & Clearing Ltd.

463,600

8,161

Hutchison Whampoa Ltd.

969,000

6,801

Swire Pacific Ltd. (A Shares)

548,500

6,684

TOTAL HONG KONG

31,523

Ireland - 1.2%

CRH PLC

298,261

7,290

Kingspan Group PLC (United Kingdom)

276,200

2,337

Paddy Power PLC (Ireland)

131,700

4,221

TOTAL IRELAND

13,848

Israel - 0.2%

Teva Pharmaceutical Industries Ltd. sponsored ADR

49,800

2,514

Italy - 2.9%

Bulgari SpA (c)

874,700

7,182

ENI SpA

206,024

5,102

ENI SpA sponsored ADR

61,900

3,069

Fiat SpA (a)

165,200

2,470

Intesa Sanpaolo SpA

2,192,336

9,275

Tod's SpA

27,600

1,906

UniCredit SpA

1,860,194

6,269

TOTAL ITALY

35,273

Japan - 14.8%

Asahi Glass Co. Ltd.

150,000

1,264

Canon, Inc.

139,300

5,252

Canon, Inc. sponsored ADR

103,900

3,913

Citizen Holdings Co. Ltd.

428,900

2,413

Denso Corp.

213,500

5,834

Fanuc Ltd.

38,700

3,215

Fuji Media Holdings, Inc.

775

1,139

Honda Motor Co. Ltd.

284,700

8,794

Hoya Corp.

80,100

1,763

Japan Retail Fund Investment Corp.

686

3,225

Japan Tobacco, Inc.

307

861

JFE Holdings, Inc.

72,700

2,368

JSR Corp.

81,000

1,580

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JTEKT Corp.

281,200

$ 2,971

Keyence Corp.

14,500

2,879

Konica Minolta Holdings, Inc.

76,000

714

Mazda Motor Corp.

1,626,000

3,670

Mitsubishi Corp.

98,100

2,080

Mitsubishi Electric Corp.

750,000

5,705

Mitsubishi Estate Co. Ltd.

319,000

4,819

Mitsubishi UFJ Financial Group, Inc.

1,821,800

9,704

Mitsui & Co. Ltd.

254,700

3,345

Mitsui Sumitomo Insurance Group Holdings, Inc.

97,800

2,277

Mizuho Financial Group, Inc.

1,276,800

2,519

Murata Manufacturing Co. Ltd.

61,500

3,001

Nippon Telegraph & Telephone Corp.

60,200

2,484

Nomura Holdings, Inc.

857,600

6,045

Omron Corp.

317,500

5,347

ORIX Corp.

70,160

4,532

Rakuten, Inc.

7,966

5,456

Ricoh Co. Ltd.

427,000

5,803

Sharp Corp.

303,000

3,233

Shin-Etsu Chemical Co., Ltd.

73,200

3,882

SMC Corp.

45,700

5,219

Softbank Corp.

52,500

1,237

Sony Corp.

37,700

1,113

Sony Corp. sponsored ADR

45,100

1,325

Sugi Holdings Co. Ltd.

76,700

1,666

Sumitomo Corp.

423,000

4,107

Sumitomo Metal Industries Ltd.

992,000

2,534

Sumitomo Mitsui Financial Group, Inc.

272,000

9,246

T&D Holdings, Inc.

119,900

3,098

Tokio Marine Holdings, Inc.

82,100

2,099

Tokyo Electron Ltd.

44,100

2,481

Toyota Motor Corp.

326,100

12,874

Toyota Motor Corp. sponsored ADR

73,400

5,791

Yahoo! Japan Corp.

7,527

2,307

TOTAL JAPAN

177,184

Korea (South) - 0.3%

Samsung Electronics Co. Ltd.

5,886

3,529

Luxembourg - 0.6%

ArcelorMittal SA (NY Shares) Class A (c)

202,100

6,875

Netherlands - 2.1%

Aegon NV (a)

212,400

1,525

Common Stocks - continued

Shares

Value (000s)

Netherlands - continued

ASML Holding NV (NY Shares)

98,000

$ 2,640

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

214,800

2,795

Koninklijke KPN NV

294,764

5,357

Koninklijke Philips Electronics NV

249,900

6,277

Randstad Holdings NV (a)

74,800

2,851

Royal DSM NV

50,354

2,211

STMicroelectronics NV

137,900

1,107

TOTAL NETHERLANDS

24,763

Norway - 1.5%

Aker Solutions ASA

304,600

3,676

DnB NOR ASA (a)(c)

333,600

3,842

Petroleum Geo-Services ASA (a)

259,700

2,463

Pronova BioPharma ASA (a)

439,700

1,367

StatoilHydro ASA

104,000

2,468

StatoilHydro ASA sponsored ADR (c)

174,500

4,129

TOTAL NORWAY

17,945

Papua New Guinea - 0.3%

Lihir Gold Ltd.

1,416,485

3,873

Singapore - 0.2%

United Overseas Bank Ltd.

251,000

3,008

South Africa - 1.1%

Aspen Pharmacare Holdings Ltd.

443,500

3,758

Impala Platinum Holdings Ltd.

171,300

3,822

MTN Group Ltd.

361,000

5,429

TOTAL SOUTH AFRICA

13,009

Spain - 4.3%

Banco Bilbao Vizcaya Argentaria SA

276,935

4,950

Banco Santander SA

913,574

14,700

EDP Renovaveis SA (a)

316,400

3,157

Iberdrola SA (c)

491,100

4,466

Inditex SA

51,800

3,049

NH Hoteles SA (a)

914,500

4,798

Telefonica SA

488,348

13,637

Telefonica SA sponsored ADR

30,000

2,518

TOTAL SPAIN

51,275

Sweden - 0.7%

Elekta AB (B Shares)

159,300

3,002

Nordea Bank AB

121,200

1,301

Common Stocks - continued

Shares

Value (000s)

Sweden - continued

Svenska Handelsbanken AB (A Shares)

63,500

$ 1,641

Swedbank AB (A Shares)

125,912

1,085

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR (c)

127,800

1,329

TOTAL SWEDEN

8,358

Switzerland - 6.2%

ABB Ltd. sponsored ADR

227,200

4,210

Adecco SA (Reg.)

65,786

2,949

Compagnie Financiere Richemont SA Series A

237,700

6,686

Credit Suisse Group sponsored ADR

92,500

4,930

Credit Suisse Group (Reg.)

89,810

4,800

Nestle SA (Reg.)

147,128

6,857

Panalpina Welttransport Holding AG

38,120

2,675

Roche Holding AG (participation certificate)

155,765

25,002

Swiss Reinsurance Co. (Reg.)

28,450

1,165

UBS AG:

(For. Reg.) (a)

206,228

3,438

(NY Shares) (a)

313,277

5,197

Zurich Financial Services AG (Reg.)

25,262

5,808

TOTAL SWITZERLAND

73,717

Taiwan - 0.4%

Hon Hai Precision Industry Co. Ltd. (Foxconn)

561,200

2,190

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

271,185

2,587

TOTAL TAIWAN

4,777

United Kingdom - 22.0%

AMEC PLC

140,922

1,866

Anglo American PLC:

ADR

322,146

5,831

(United Kingdom) (a)

162,359

5,904

AstraZeneca PLC (United Kingdom)

40,901

1,837

Aviva PLC

334,000

2,104

Barclays PLC

1,031,000

5,405

Barclays PLC Sponsored ADR

195,900

4,094

BG Group PLC

426,902

7,394

BHP Billiton PLC

475,902

12,841

BlueBay Asset Management

509,900

3,114

BP PLC

1,272,808

11,931

BP PLC sponsored ADR

146,700

8,306

British Land Co. PLC

771,978

5,985

Cairn Energy PLC (a)

80,700

3,500

Carphone Warehouse Group PLC

580,888

1,756

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Centrica PLC

1,632,250

$ 6,654

Debenhams PLC

2,282,400

2,919

Diageo PLC

590,188

9,616

Diageo PLC sponsored ADR

9,800

637

GlaxoSmithKline PLC sponsored ADR

54,000

2,223

Hammerson PLC

385,100

2,568

Hays PLC

1,126,800

1,811

Hikma Pharmaceuticals PLC

142,400

1,104

HSBC Holdings PLC sponsored ADR (c)

571,645

31,665

InterContinental Hotel Group PLC

293,995

3,789

ITV PLC

4,541,100

3,187

Jardine Lloyd Thompson Group PLC

325,900

2,428

Johnson Matthey PLC

176,954

4,102

Kesa Electricals PLC

3,471,100

7,574

Land Securities Group PLC

239,400

2,602

Legal & General Group PLC

656,379

846

Lloyds TSB Group PLC (c)

1,218,399

1,741

M&C Saatchi

773,305

1,117

Man Group PLC

1,639,653

8,345

Marks & Spencer Group PLC

436,200

2,453

Prudential PLC

453,400

4,143

Rio Tinto PLC:

(Reg.)

119,032

5,264

sponsored ADR (c)

38,600

6,872

Royal Bank of Scotland Group PLC (a)

1,162,200

800

Royal Dutch Shell PLC:

Class A (United Kingdom)

312,900

9,283

Class A sponsored ADR

169,700

10,082

Class B

154,200

4,441

Spice PLC

1,206,000

1,579

Standard Chartered PLC (United Kingdom)

401,807

9,899

Sthree PLC

190,600

787

The Restaurant Group PLC

451,600

1,386

Vodafone Group PLC

5,955,369

13,129

Vodafone Group PLC sponsored ADR

368,900

8,186

William Hill PLC

1,415,800

3,905

Xstrata PLC

313,200

4,538

TOTAL UNITED KINGDOM

263,543

United States of America - 2.3%

Apple, Inc. (a)

12,300

2,319

Deckers Outdoor Corp. (a)

43,100

3,865

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Estee Lauder Companies, Inc. Class A

189,100

$ 8,037

Google, Inc. Class A (a)

13,800

7,398

Philip Morris International, Inc.

70,500

3,339

Sohu.com, Inc. (a)

41,100

2,285

TOTAL UNITED STATES OF AMERICA

27,243

TOTAL COMMON STOCKS

(Cost $1,084,451)

1,190,251

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.2%

ProSiebenSat.1 Media AG
(Cost $2,036)

218,500

2,280

Money Market Funds - 2.4%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

2,650,190

2,650

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

26,149,660

26,150

TOTAL MONEY MARKET FUNDS

(Cost $28,800)

28,800

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $1,115,287)

1,221,331

NET OTHER ASSETS - (2.1)%

(24,577)

NET ASSETS - 100%

$ 1,196,754

Legend

(a) Non-income producing

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

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

(d) 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.

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
(Amounts in thousands)

Fidelity Cash Central Fund

$ 120

Fidelity Securities Lending Cash Central Fund

986

Total

$ 1,106

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 263,543

$ 211,920

$ 51,623

$ -

Japan

177,184

11,029

166,155

-

France

148,761

135,493

13,268

-

Germany

135,399

106,031

29,368

-

Switzerland

73,717

65,479

8,238

-

Australia

52,410

-

52,410

-

Spain

51,275

17,988

33,287

-

Italy

35,273

30,171

5,102

-

Hong Kong

31,523

3,718

27,805

-

Other

223,446

181,140

42,306

-

Money Market Funds

28,800

28,800

-

-

Total Investments in Securities:

$ 1,221,331

$ 791,769

$ 429,562

$ -

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 601

Total Realized Gain (Loss)

(2,945)

Total Unrealized Gain (Loss)

2,905

Cost of Purchases

-

Proceeds of Sales

(561)

Amortization/Accretion

-

Transfers in/out of Level 3

-

Ending Balance

$ -

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ -

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $311,877,000 of which $84,650,000 and $227,227,000 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,070) - See accompanying schedule:

Unaffiliated issuers (cost $1,086,487)

$ 1,192,531

 

Fidelity Central Funds (cost $28,800)

28,800

 

Total Investments (cost $1,115,287)

 

$ 1,221,331

Cash

2

Foreign currency held at value (cost $2,053)

2,053

Receivable for investments sold

9,216

Receivable for fund shares sold

377

Dividends receivable

2,554

Distributions receivable from Fidelity Central Funds

10

Prepaid expenses

7

Other receivables

226

Total assets

1,235,776

 

 

 

Liabilities

Payable for investments purchased

$ 8,177

Payable for fund shares redeemed

3,342

Accrued management fee

767

Distribution fees payable

203

Other affiliated payables

296

Other payables and accrued expenses

87

Collateral on securities loaned, at value

26,150

Total liabilities

39,022

 

 

 

Net Assets

$ 1,196,754

Net Assets consist of:

 

Paid in capital

$ 1,402,910

Undistributed net investment income

16,696

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

(328,937)

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

106,085

Net Assets

$ 1,196,754

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($71,670 ÷ 4,572 shares)

$ 15.68

 

 

 

Maximum offering price per share (100/94.25 of $15.68)

$ 16.64

Class T:
Net Asset Value
and redemption price per share ($367,494 ÷ 22,924 shares)

$ 16.03

 

 

 

Maximum offering price per share (100/96.50 of $16.03)

$ 16.61

Class B:
Net Asset Value
and offering price per share ($7,882 ÷ 520 shares) A

$ 15.16

 

 

 

Class C:
Net Asset Value
and offering price per share ($22,934 ÷ 1,493 shares) A

$ 15.36

 

 

 

 

 

 

Institutional Class:
Net Asset Value,
offering price and redemption price per share ($726,774 ÷ 45,558 shares)

$ 15.95

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 32,716

Income from Fidelity Central Funds

 

1,106

 

 

33,822

Less foreign taxes withheld

 

(2,583)

Total income

 

31,239

 

 

 

Expenses

Management fee
Basic fee

$ 7,124

Performance adjustment

(84)

Transfer agent fees

2,789

Distribution fees

2,070

Accounting and security lending fees

474

Custodian fees and expenses

204

Independent trustees' compensation

7

Registration fees

66

Audit

75

Legal

5

Interest

2

Miscellaneous

20

Total expenses before reductions

12,752

Expense reductions

(350)

12,402

Net investment income (loss)

18,837

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(232,272)

Foreign currency transactions

(516)

Total net realized gain (loss)

 

(232,788)

Change in net unrealized appreciation (depreciation) on:

Investment securities

399,519

Assets and liabilities in foreign currencies

19

Total change in net unrealized appreciation (depreciation)

 

399,538

Net gain (loss)

166,750

Net increase (decrease) in net assets resulting from operations

$ 185,587

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 18,837

$ 25,772

Net realized gain (loss)

(232,788)

(90,893)

Change in net unrealized appreciation (depreciation)

399,538

(690,430)

Net increase (decrease) in net assets resulting
from operations

185,587

(755,551)

Distributions to shareholders from net investment income

(18,118)

(18,269)

Distributions to shareholders from net realized gain

-

(100,839)

Total distributions

(18,118)

(119,108)

Share transactions - net increase (decrease)

28,251

336,340

Redemption fees

29

56

Total increase (decrease) in net assets

195,749

(538,263)

 

 

 

Net Assets

Beginning of period

1,001,005

1,539,268

End of period (including undistributed net investment income of $16,696 and undistributed net investment income of $21,971, respectively)

$ 1,196,754

$ 1,001,005

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.56

$ 26.85

$ 21.67

$ 18.36

$ 15.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .24

  .38

  .31

  .27

  .13

Net realized and unrealized gain (loss)

  2.12

  (11.56)

  6.16

  3.53

  2.47

Total from investment operations

  2.36

  (11.18)

  6.47

  3.80

  2.60

Distributions from net investment income

  (.24)

  (.33)

  (.23)

  (.19)

  (.04)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.24)

  (2.11)

  (1.29)

  (.49)

  (.10)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.68

$ 13.56

$ 26.85

$ 21.67

$ 18.36

Total Return A,B

  17.97%

  (45.08)%

  31.44%

  21.12%

  16.44%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.36%

  1.35%

  1.17%

  1.24%

  1.24%

Expenses net of fee waivers, if any

  1.36%

  1.35%

  1.17%

  1.24%

  1.24%

Expenses net of all reductions

  1.33%

  1.32%

  1.13%

  1.17%

  1.15%

Net investment income (loss)

  1.79%

  1.83%

  1.34%

  1.31%

  .76%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 72

$ 73

$ 147

$ 113

$ 133

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.84

$ 27.35

$ 22.05

$ 18.64

$ 16.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .22

  .36

  .28

  .24

  .11

Net realized and unrealized gain (loss)

  2.17

  (11.82)

  6.27

  3.59

  2.51

Total from investment operations

  2.39

  (11.46)

  6.55

  3.83

  2.62

Distributions from net investment income

  (.20)

  (.27)

  (.19)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.20)

  (2.05)

  (1.25)

  (.42)

  (.07)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.03

$ 13.84

$ 27.35

$ 22.05

$ 18.64

Total Return A,B

  17.70%

  (45.18)%

  31.24%

  20.92%

  16.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.57%

  1.51%

  1.33%

  1.39%

  1.36%

Expenses net of fee waivers, if any

  1.57%

  1.51%

  1.33%

  1.39%

  1.36%

Expenses net of all reductions

  1.54%

  1.48%

  1.30%

  1.33%

  1.27%

Net investment income (loss)

  1.58%

  1.67%

  1.17%

  1.15%

  .64%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 367

$ 345

$ 710

$ 602

$ 582

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.02

$ 25.79

$ 20.81

$ 17.63

$ 15.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .22

  .12

  .10

  (.01)

Net realized and unrealized gain (loss)

  2.08

  (11.14)

  5.94

  3.40

  2.38

Total from investment operations

  2.21

  (10.92)

  6.06

  3.50

  2.37

Distributions from net investment income

  (.07)

  (.07)

  (.02)

  (.02)

  -

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  -

Total distributions

  (.07)

  (1.85)

  (1.08)

  (.32)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.16

$ 13.02

$ 25.79

$ 20.81

$ 17.63

Total Return A,B

  17.09%

  (45.50)%

  30.45%

  20.12%

  15.53%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.12%

  2.10%

  1.94%

  2.05%

  2.04%

Expenses net of fee waivers, if any

  2.12%

  2.10%

  1.94%

  2.05%

  2.04%

Expenses net of all reductions

  2.08%

  2.08%

  1.91%

  1.99%

  1.95%

Net investment income (loss)

  1.04%

  1.07%

  .56%

  .49%

  (.04)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 27

$ 37

$ 47

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.22

$ 26.22

$ 21.19

$ 17.95

$ 15.53

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .22

  .14

  .11

  - G

Net realized and unrealized gain (loss)

  2.09

  (11.31)

  6.02

  3.47

  2.42

Total from investment operations

  2.23

  (11.09)

  6.16

  3.58

  2.42

Distributions from net investment income

  (.09)

  (.13)

  (.07)

  (.04)

  -

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  -

Total distributions

  (.09)

  (1.91)

  (1.13)

  (.34)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.36

$ 13.22

$ 26.22

$ 21.19

$ 17.95

Total Return A,B

  17.06%

  (45.50)%

  30.48%

  20.22%

  15.58%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.11%

  2.09%

  1.91%

  1.98%

  2.00%

Expenses net of fee waivers, if any

  2.11%

  2.09%

  1.91%

  1.98%

  2.00%

Expenses net of all reductions

  2.08%

  2.07%

  1.87%

  1.92%

  1.90%

Net investment income (loss)

  1.05%

  1.08%

  .60%

  .56%

  .01%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 23

$ 22

$ 46

$ 41

$ 38

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.83

$ 27.35

$ 22.06

$ 18.64

$ 16.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .29

  .45

  .40

  .35

  .21

Net realized and unrealized gain (loss)

  2.14

  (11.78)

  6.26

  3.58

  2.50

Total from investment operations

  2.43

  (11.33)

  6.66

  3.93

  2.71

Distributions from net investment income

  (.31)

  (.41)

  (.31)

  (.21)

  (.10)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.31)

  (2.19)

  (1.37)

  (.51)

  (.16)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.95

$ 13.83

$ 27.35

$ 22.06

$ 18.64

Total Return A

  18.32%

  (44.92)%

  31.88%

  21.55%

  16.91%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.06%

  1.01%

  .84%

  .87%

  .83%

Expenses net of fee waivers, if any

  1.06%

  1.01%

  .84%

  .87%

  .83%

Expenses net of all reductions

  1.02%

  .98%

  .81%

  .81%

  .73%

Net investment income (loss)

  2.10%

  2.17%

  1.66%

  1.67%

  1.18%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 727

$ 551

$ 609

$ 354

$ 287

Portfolio turnover rate D

  83%

  79%

  66%

  65%

  120%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Overseas Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 17, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 188,319

Gross unrealized depreciation

(101,441)

Net unrealized appreciation (depreciation)

$ 86,878

 

 

Tax Cost

$ 1,134,453

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

Undistributed ordinary income

$ 18,802

Capital loss carryforward

$ (311,877)

Net unrealized appreciation (depreciation)

$ 86,919

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 18,118

$ 27,900

Long-term Capital Gains

-

91,208

Total

$ 18,118

$ 119,108

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees - continued

redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $862,148 and $819,639, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 161

$ 3

Class T

.25%

.25%

1,623

17

Class B

.75%

.25%

81

61

Class C

.75%

.25%

205

11

 

 

 

$ 2,070

$ 92

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 7

Class T

5

Class B*

18

Class C*

2

 

$ 32

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

 

Amount

% of
Average
Net Assets

Class A

$ 209

.32

Class T

930

.29

Class B

26

.33

Class C

67

.32

Institutional Class

1,557

.27

 

$ 2,789

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2 for the period.

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 6,212

.43%

$ 2

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $5 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $986.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $349 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,238

$ 1,785

Class T

4,849

6,979

Class B

48

73

Class C

144

230

Institutional Class

11,839

9,202

Total

$ 18,118

$ 18,269

From net realized gain

 

 

Class A

$ -

$ 9,778

Class T

-

45,838

Class B

-

1,798

Class C

-

3,080

Institutional Class

-

40,345

Total

$ -

$ 100,839

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

855

1,631

$ 11,113

$ 33,994

Reinvestment of distributions

87

416

1,028

10,008

Shares redeemed

(1,729)

(2,149)

(22,509)

(44,943)

Net increase (decrease)

(787)

(102)

$ (10,368)

$ (941)

Class T

 

 

 

 

Shares sold

5,593

5,968

$ 75,113

$ 128,327

Reinvestment of distributions

387

2,092

4,696

51,444

Shares redeemed

(8,015)

(9,064)

(106,238)

(188,310)

Net increase (decrease)

(2,035)

(1,004)

$ (26,429)

$ (8,539)

Class B

 

 

 

 

Shares sold

92

133

$ 1,164

$ 2,720

Reinvestment of distributions

4

73

43

1,689

Shares redeemed

(341)

(492)

(4,276)

(9,923)

Net increase (decrease)

(245)

(286)

$ (3,069)

$ (5,514)

Class C

 

 

 

 

Shares sold

330

294

$ 4,291

$ 5,937

Reinvestment of distributions

10

124

119

2,937

Shares redeemed

(515)

(501)

(6,428)

(9,667)

Net increase (decrease)

(175)

(83)

$ (2,018)

$ (793)

Institutional Class

 

 

 

 

Shares sold

12,044

18,688

$ 158,122

$ 367,938

Reinvestment of distributions

979

1,898

11,749

46,435

Shares redeemed

(7,282)

(3,050)

(99,736)

(62,246)

Net increase (decrease)

5,741

17,536

$ 70,135

$ 352,127

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, the Fidelity Advisor Freedom Funds were owners of record, in the aggregate, of approximately 44% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Overseas Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Overseas Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Overseas Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc.(2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$.213

$.03

Class T

12/07/09

12/04/09

$.190

$.03

Class B

12/07/09

12/04/09

$.088

$.03

Class C

12/07/09

12/04/09

$.108

$.03

Class A designates 100%, Class T designates 100%, Class B designates 100%, and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/08/08

$.262

$.0227

Class T

12/08/08

$.219

$.0227

Class B

12/08/08

$.088

$.0227

Class C

12/08/08

$.111

$.0227

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Overseas 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Overseas Fund


fid5345

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also stated that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Advisor Overseas Fund


fid5347

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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 material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (U.K.) Ltd.

FIL Investment Advisors

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

OS-UANN-1209
1.784767.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Overseas

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

 

Past 1
year

Past 5
years

Past 10
years

Institutional Class

18.32%

4.08%

1.36%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Overseas Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index (Europe, Australasia, Far East) performed over the same period.


fid5362

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63% during the 12-month period, led by major country constituent Brazil's roughly 90% gain. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan - representing the index's largest weighting - lagged other markets with its 14% return, hampered in part by lingering concerns about prospects for its economic recovery. The benchmark's second-largest component, the U.K., gained 23%.

Comments from Graeme Rockett, Portfolio Manager of Fidelity® Advisor Overseas Fund: For the 12 months ending October 31, 2009, the fund's Institutional Class shares returned 18.32%, underperforming the MSCI EAFE Index, which rose 27.88%. Unfavorable security selection in financials hurt the most. Shares of British asset manager Man Group fell as its business declined. We did not own Italy's UniCredit and Belgium's KBC Groupe when these commercial bank stocks recovered following significant downturns. We had an overweighting in Nomura Holdings, a Japanese diversified financial that lost ground. An underweighting in BHP Billiton, an Anglo-Australian mining stock, and an overweighting in Swiss food giant Nestlé detracted as well. In addition, currency trends related to our country positioning had a negative impact. On the other hand, the fund was helped by not owning German auto maker and index component Volkswagen, and by holding overweighted positions in Belgian/U.S. beer maker Anheuser-Busch InBev; Signet Jewelers, a Bermuda-registered retailer with stores in the U.K. and U.S.; and Hong Kong Exchange & Clearing.

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, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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.

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to October 31, 2009

Class A

1.38%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.80

$ 7.92

Hypothetical A

 

$ 1,000.00

$ 1,018.25

$ 7.02

Class T

1.55%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.20

$ 8.88

Hypothetical A

 

$ 1,000.00

$ 1,017.39

$ 7.88

Class B

2.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,270.70

$ 12.19

Hypothetical A

 

$ 1,000.00

$ 1,014.47

$ 10.82

Class C

2.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,270.50

$ 12.19

Hypothetical A

 

$ 1,000.00

$ 1,014.47

$ 10.82

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.00

$ 5.91

Hypothetical A

 

$ 1,000.00

$ 1,020.01

$ 5.24

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.0

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

2.1

2.1

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

2.1

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

1.7

1.4

Royal Dutch Shell PLC Class A (United Kingdom, Oil, Gas & Consumable Fuels)

1.6

1.6

 

9.8

Top Five Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.4

25.8

Consumer Discretionary

14.8

14.1

Industrials

9.6

5.7

Materials

9.2

7.2

Energy

8.7

9.2

Top Five Countries as of October 31, 2009

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

22.0

24.9

Japan

14.8

16.2

France

12.4

12.2

Germany

11.3

10.1

Switzerland

6.2

7.1

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

Asset Allocation (% of fund's net assets)

As of October 31, 2009

As of April 30, 2009

fid5184

Stocks 99.7%

 

fid5184

Stocks 98.7%

 

fid5189

Short-Term
Investments and
Net Other Assets 0.3%

 

fid5189

Short-Term
Investments and
Net Other Assets 1.3%

 

fid5368

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (000s)

Australia - 4.4%

AMP Ltd.

855,414

$ 4,506

Aristocrat Leisure Ltd.

1,059,668

4,229

Australia & New Zealand Banking Group Ltd.

138,019

2,814

BHP Billiton Ltd.

220,519

7,230

Commonwealth Bank of Australia

215,283

9,945

National Australia Bank Ltd.

274,068

7,239

Navitas Ltd.

635,200

2,114

Newcrest Mining Ltd.

71,511

2,055

Rio Tinto Ltd.

46,207

2,560

SEEK Ltd.

226,300

1,216

Wesfarmers Ltd.

54,854

1,368

Westfield Group unit

658,686

7,134

TOTAL AUSTRALIA

52,410

Austria - 0.5%

Wienerberger AG (a)(c)

352,040

6,382

Bailiwick of Jersey - 0.8%

Informa PLC

985,880

4,746

WPP PLC

502,390

4,504

TOTAL BAILIWICK OF JERSEY

9,250

Belgium - 1.7%

Anheuser-Busch InBev SA NV

289,294

13,625

Fortis (a)

443,600

1,927

Hamon & Compagnie International SA

60,300

2,540

KBC Ancora (a)

72,100

1,758

TOTAL BELGIUM

19,850

Bermuda - 0.3%

Signet Jewelers Ltd.

22,000

555

Signet Jewelers Ltd. (United Kingdom)

126,005

3,196

TOTAL BERMUDA

3,751

Brazil - 0.7%

TIM Participacoes SA sponsored ADR (non-vtg.)

176,300

4,159

Vivo Participacoes SA sponsored ADR

179,900

4,363

TOTAL BRAZIL

8,522

Canada - 0.6%

Open Text Corp. (a)

37,600

1,403

Suncor Energy, Inc.

161,500

5,357

TOTAL CANADA

6,760

Common Stocks - continued

Shares

Value (000s)

Cayman Islands - 0.3%

Hengdeli Holdings Ltd.

8,310,000

$ 2,706

Himax Technologies, Inc. sponsored ADR

320,300

846

TOTAL CAYMAN ISLANDS

3,552

China - 0.8%

Baidu.com, Inc. sponsored ADR (a)

10,400

3,930

BYD Co. Ltd. (H Shares) (a)

287,500

2,632

Home Inns & Hotels Management, Inc. sponsored ADR (a)

44,400

1,180

Parkson Retail Group Ltd.

829,500

1,343

TOTAL CHINA

9,085

Denmark - 1.5%

Danske Bank AS (a)

61,600

1,428

Novo Nordisk AS:

Series B

57,731

3,595

Series B sponsored ADR

147,900

9,192

Vestas Wind Systems AS (a)

33,600

2,382

William Demant Holding AS (a)

26,100

1,865

TOTAL DENMARK

18,462

Egypt - 0.3%

Orascom Telecom Holding SAE unit

109,900

3,748

Finland - 0.1%

Nokia Corp.

103,952

1,313

France - 12.4%

Accor SA

90,684

4,360

Alstom SA

57,175

3,982

AXA SA

144,258

3,587

AXA SA sponsored ADR

101,800

2,525

BNP Paribas SA (c)

177,955

13,473

CNP Assurances

26,272

2,543

Compagnie de St. Gobain

163,713

8,024

Credit Agricole SA

173,300

3,342

Danone

184,422

11,115

Essilor International SA

45,400

2,549

Iliad Group SA

18,000

1,952

Ingenico SA

98,624

2,441

Ipsos SA

58,500

1,795

Laurent-Perrier Group

21,000

1,677

LVMH Moet Hennessy - Louis Vuitton

64,446

6,700

Meetic (a)

33,500

983

Michelin CGDE Series B

57,815

4,301

Common Stocks - continued

Shares

Value (000s)

France - continued

Pernod Ricard SA

73,033

$ 6,103

Remy Cointreau SA

45,732

2,215

Sanofi-Aventis sponsored ADR

290,100

10,710

Schneider Electric SA

64,155

6,704

Societe Generale Series A

142,304

9,503

Total SA:

Series B

161,788

9,681

sponsored ADR

172,600

10,368

Unibail-Rodamco

33,759

7,499

Vallourec SA

23,344

3,700

Veolia Environnement

111,169

3,644

Wendel

58,900

3,285

TOTAL FRANCE

148,761

Germany - 11.1%

Aixtron AG

152,500

4,571

Allianz AG (Reg.)

53,958

6,124

BASF AG

75,600

4,061

Bayer AG

92,900

6,457

Bayerische Motoren Werke AG (BMW)

166,550

8,160

Daimler AG

54,800

2,643

Daimler AG (Reg.)

112,800

5,440

Deutsche Bank AG (c)

76,800

5,501

Deutsche Bank AG (NY Shares)

25,200

1,805

Deutsche Boerse AG

131,769

10,688

Deutsche Lufthansa AG (Reg.)

173,000

2,673

Deutsche Post AG

183,500

3,104

Deutsche Postbank AG (a)

41,400

1,285

Deutsche Telekom AG (Reg.)

91,172

1,234

E.ON AG

384,544

14,764

HeidelbergCement AG

165,748

9,934

Linde AG

51,641

5,425

Metro AG

202,800

11,269

Munich Re Group (Reg.)

22,613

3,582

Puma AG

12,962

3,962

SAP AG

103,500

4,685

SAP AG sponsored ADR

98,500

4,459

SGL Carbon AG (a)

49,700

1,909

Siemens AG (Reg.)

70,922

6,384

Vossloh AG

30,000

3,000

TOTAL GERMANY

133,119

Common Stocks - continued

Shares

Value (000s)

Greece - 0.3%

National Bank of Greece SA (a)

81,385

$ 3,029

Hong Kong - 2.6%

China Unicom (Hong Kong) Ltd. sponsored ADR

293,900

3,718

Hang Lung Properties Ltd.

1,341,000

5,068

Hang Seng Bank Ltd.

77,200

1,091

Hong Kong Exchange & Clearing Ltd.

463,600

8,161

Hutchison Whampoa Ltd.

969,000

6,801

Swire Pacific Ltd. (A Shares)

548,500

6,684

TOTAL HONG KONG

31,523

Ireland - 1.2%

CRH PLC

298,261

7,290

Kingspan Group PLC (United Kingdom)

276,200

2,337

Paddy Power PLC (Ireland)

131,700

4,221

TOTAL IRELAND

13,848

Israel - 0.2%

Teva Pharmaceutical Industries Ltd. sponsored ADR

49,800

2,514

Italy - 2.9%

Bulgari SpA (c)

874,700

7,182

ENI SpA

206,024

5,102

ENI SpA sponsored ADR

61,900

3,069

Fiat SpA (a)

165,200

2,470

Intesa Sanpaolo SpA

2,192,336

9,275

Tod's SpA

27,600

1,906

UniCredit SpA

1,860,194

6,269

TOTAL ITALY

35,273

Japan - 14.8%

Asahi Glass Co. Ltd.

150,000

1,264

Canon, Inc.

139,300

5,252

Canon, Inc. sponsored ADR

103,900

3,913

Citizen Holdings Co. Ltd.

428,900

2,413

Denso Corp.

213,500

5,834

Fanuc Ltd.

38,700

3,215

Fuji Media Holdings, Inc.

775

1,139

Honda Motor Co. Ltd.

284,700

8,794

Hoya Corp.

80,100

1,763

Japan Retail Fund Investment Corp.

686

3,225

Japan Tobacco, Inc.

307

861

JFE Holdings, Inc.

72,700

2,368

JSR Corp.

81,000

1,580

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JTEKT Corp.

281,200

$ 2,971

Keyence Corp.

14,500

2,879

Konica Minolta Holdings, Inc.

76,000

714

Mazda Motor Corp.

1,626,000

3,670

Mitsubishi Corp.

98,100

2,080

Mitsubishi Electric Corp.

750,000

5,705

Mitsubishi Estate Co. Ltd.

319,000

4,819

Mitsubishi UFJ Financial Group, Inc.

1,821,800

9,704

Mitsui & Co. Ltd.

254,700

3,345

Mitsui Sumitomo Insurance Group Holdings, Inc.

97,800

2,277

Mizuho Financial Group, Inc.

1,276,800

2,519

Murata Manufacturing Co. Ltd.

61,500

3,001

Nippon Telegraph & Telephone Corp.

60,200

2,484

Nomura Holdings, Inc.

857,600

6,045

Omron Corp.

317,500

5,347

ORIX Corp.

70,160

4,532

Rakuten, Inc.

7,966

5,456

Ricoh Co. Ltd.

427,000

5,803

Sharp Corp.

303,000

3,233

Shin-Etsu Chemical Co., Ltd.

73,200

3,882

SMC Corp.

45,700

5,219

Softbank Corp.

52,500

1,237

Sony Corp.

37,700

1,113

Sony Corp. sponsored ADR

45,100

1,325

Sugi Holdings Co. Ltd.

76,700

1,666

Sumitomo Corp.

423,000

4,107

Sumitomo Metal Industries Ltd.

992,000

2,534

Sumitomo Mitsui Financial Group, Inc.

272,000

9,246

T&D Holdings, Inc.

119,900

3,098

Tokio Marine Holdings, Inc.

82,100

2,099

Tokyo Electron Ltd.

44,100

2,481

Toyota Motor Corp.

326,100

12,874

Toyota Motor Corp. sponsored ADR

73,400

5,791

Yahoo! Japan Corp.

7,527

2,307

TOTAL JAPAN

177,184

Korea (South) - 0.3%

Samsung Electronics Co. Ltd.

5,886

3,529

Luxembourg - 0.6%

ArcelorMittal SA (NY Shares) Class A (c)

202,100

6,875

Netherlands - 2.1%

Aegon NV (a)

212,400

1,525

Common Stocks - continued

Shares

Value (000s)

Netherlands - continued

ASML Holding NV (NY Shares)

98,000

$ 2,640

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

214,800

2,795

Koninklijke KPN NV

294,764

5,357

Koninklijke Philips Electronics NV

249,900

6,277

Randstad Holdings NV (a)

74,800

2,851

Royal DSM NV

50,354

2,211

STMicroelectronics NV

137,900

1,107

TOTAL NETHERLANDS

24,763

Norway - 1.5%

Aker Solutions ASA

304,600

3,676

DnB NOR ASA (a)(c)

333,600

3,842

Petroleum Geo-Services ASA (a)

259,700

2,463

Pronova BioPharma ASA (a)

439,700

1,367

StatoilHydro ASA

104,000

2,468

StatoilHydro ASA sponsored ADR (c)

174,500

4,129

TOTAL NORWAY

17,945

Papua New Guinea - 0.3%

Lihir Gold Ltd.

1,416,485

3,873

Singapore - 0.2%

United Overseas Bank Ltd.

251,000

3,008

South Africa - 1.1%

Aspen Pharmacare Holdings Ltd.

443,500

3,758

Impala Platinum Holdings Ltd.

171,300

3,822

MTN Group Ltd.

361,000

5,429

TOTAL SOUTH AFRICA

13,009

Spain - 4.3%

Banco Bilbao Vizcaya Argentaria SA

276,935

4,950

Banco Santander SA

913,574

14,700

EDP Renovaveis SA (a)

316,400

3,157

Iberdrola SA (c)

491,100

4,466

Inditex SA

51,800

3,049

NH Hoteles SA (a)

914,500

4,798

Telefonica SA

488,348

13,637

Telefonica SA sponsored ADR

30,000

2,518

TOTAL SPAIN

51,275

Sweden - 0.7%

Elekta AB (B Shares)

159,300

3,002

Nordea Bank AB

121,200

1,301

Common Stocks - continued

Shares

Value (000s)

Sweden - continued

Svenska Handelsbanken AB (A Shares)

63,500

$ 1,641

Swedbank AB (A Shares)

125,912

1,085

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR (c)

127,800

1,329

TOTAL SWEDEN

8,358

Switzerland - 6.2%

ABB Ltd. sponsored ADR

227,200

4,210

Adecco SA (Reg.)

65,786

2,949

Compagnie Financiere Richemont SA Series A

237,700

6,686

Credit Suisse Group sponsored ADR

92,500

4,930

Credit Suisse Group (Reg.)

89,810

4,800

Nestle SA (Reg.)

147,128

6,857

Panalpina Welttransport Holding AG

38,120

2,675

Roche Holding AG (participation certificate)

155,765

25,002

Swiss Reinsurance Co. (Reg.)

28,450

1,165

UBS AG:

(For. Reg.) (a)

206,228

3,438

(NY Shares) (a)

313,277

5,197

Zurich Financial Services AG (Reg.)

25,262

5,808

TOTAL SWITZERLAND

73,717

Taiwan - 0.4%

Hon Hai Precision Industry Co. Ltd. (Foxconn)

561,200

2,190

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

271,185

2,587

TOTAL TAIWAN

4,777

United Kingdom - 22.0%

AMEC PLC

140,922

1,866

Anglo American PLC:

ADR

322,146

5,831

(United Kingdom) (a)

162,359

5,904

AstraZeneca PLC (United Kingdom)

40,901

1,837

Aviva PLC

334,000

2,104

Barclays PLC

1,031,000

5,405

Barclays PLC Sponsored ADR

195,900

4,094

BG Group PLC

426,902

7,394

BHP Billiton PLC

475,902

12,841

BlueBay Asset Management

509,900

3,114

BP PLC

1,272,808

11,931

BP PLC sponsored ADR

146,700

8,306

British Land Co. PLC

771,978

5,985

Cairn Energy PLC (a)

80,700

3,500

Carphone Warehouse Group PLC

580,888

1,756

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Centrica PLC

1,632,250

$ 6,654

Debenhams PLC

2,282,400

2,919

Diageo PLC

590,188

9,616

Diageo PLC sponsored ADR

9,800

637

GlaxoSmithKline PLC sponsored ADR

54,000

2,223

Hammerson PLC

385,100

2,568

Hays PLC

1,126,800

1,811

Hikma Pharmaceuticals PLC

142,400

1,104

HSBC Holdings PLC sponsored ADR (c)

571,645

31,665

InterContinental Hotel Group PLC

293,995

3,789

ITV PLC

4,541,100

3,187

Jardine Lloyd Thompson Group PLC

325,900

2,428

Johnson Matthey PLC

176,954

4,102

Kesa Electricals PLC

3,471,100

7,574

Land Securities Group PLC

239,400

2,602

Legal & General Group PLC

656,379

846

Lloyds TSB Group PLC (c)

1,218,399

1,741

M&C Saatchi

773,305

1,117

Man Group PLC

1,639,653

8,345

Marks & Spencer Group PLC

436,200

2,453

Prudential PLC

453,400

4,143

Rio Tinto PLC:

(Reg.)

119,032

5,264

sponsored ADR (c)

38,600

6,872

Royal Bank of Scotland Group PLC (a)

1,162,200

800

Royal Dutch Shell PLC:

Class A (United Kingdom)

312,900

9,283

Class A sponsored ADR

169,700

10,082

Class B

154,200

4,441

Spice PLC

1,206,000

1,579

Standard Chartered PLC (United Kingdom)

401,807

9,899

Sthree PLC

190,600

787

The Restaurant Group PLC

451,600

1,386

Vodafone Group PLC

5,955,369

13,129

Vodafone Group PLC sponsored ADR

368,900

8,186

William Hill PLC

1,415,800

3,905

Xstrata PLC

313,200

4,538

TOTAL UNITED KINGDOM

263,543

United States of America - 2.3%

Apple, Inc. (a)

12,300

2,319

Deckers Outdoor Corp. (a)

43,100

3,865

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Estee Lauder Companies, Inc. Class A

189,100

$ 8,037

Google, Inc. Class A (a)

13,800

7,398

Philip Morris International, Inc.

70,500

3,339

Sohu.com, Inc. (a)

41,100

2,285

TOTAL UNITED STATES OF AMERICA

27,243

TOTAL COMMON STOCKS

(Cost $1,084,451)

1,190,251

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.2%

ProSiebenSat.1 Media AG
(Cost $2,036)

218,500

2,280

Money Market Funds - 2.4%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (d)

2,650,190

2,650

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

26,149,660

26,150

TOTAL MONEY MARKET FUNDS

(Cost $28,800)

28,800

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $1,115,287)

1,221,331

NET OTHER ASSETS - (2.1)%

(24,577)

NET ASSETS - 100%

$ 1,196,754

Legend

(a) Non-income producing

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

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

(d) 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.

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
(Amounts in thousands)

Fidelity Cash Central Fund

$ 120

Fidelity Securities Lending Cash Central Fund

986

Total

$ 1,106

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 263,543

$ 211,920

$ 51,623

$ -

Japan

177,184

11,029

166,155

-

France

148,761

135,493

13,268

-

Germany

135,399

106,031

29,368

-

Switzerland

73,717

65,479

8,238

-

Australia

52,410

-

52,410

-

Spain

51,275

17,988

33,287

-

Italy

35,273

30,171

5,102

-

Hong Kong

31,523

3,718

27,805

-

Other

223,446

181,140

42,306

-

Money Market Funds

28,800

28,800

-

-

Total Investments in Securities:

$ 1,221,331

$ 791,769

$ 429,562

$ -

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 601

Total Realized Gain (Loss)

(2,945)

Total Unrealized Gain (Loss)

2,905

Cost of Purchases

-

Proceeds of Sales

(561)

Amortization/Accretion

-

Transfers in/out of Level 3

-

Ending Balance

$ -

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ -

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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $311,877,000 of which $84,650,000 and $227,227,000 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,070) - See accompanying schedule:

Unaffiliated issuers (cost $1,086,487)

$ 1,192,531

 

Fidelity Central Funds (cost $28,800)

28,800

 

Total Investments (cost $1,115,287)

 

$ 1,221,331

Cash

2

Foreign currency held at value (cost $2,053)

2,053

Receivable for investments sold

9,216

Receivable for fund shares sold

377

Dividends receivable

2,554

Distributions receivable from Fidelity Central Funds

10

Prepaid expenses

7

Other receivables

226

Total assets

1,235,776

 

 

 

Liabilities

Payable for investments purchased

$ 8,177

Payable for fund shares redeemed

3,342

Accrued management fee

767

Distribution fees payable

203

Other affiliated payables

296

Other payables and accrued expenses

87

Collateral on securities loaned, at value

26,150

Total liabilities

39,022

 

 

 

Net Assets

$ 1,196,754

Net Assets consist of:

 

Paid in capital

$ 1,402,910

Undistributed net investment income

16,696

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

(328,937)

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

106,085

Net Assets

$ 1,196,754

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2009

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($71,670 ÷ 4,572 shares)

$ 15.68

 

 

 

Maximum offering price per share (100/94.25 of $15.68)

$ 16.64

Class T:
Net Asset Value
and redemption price per share ($367,494 ÷ 22,924 shares)

$ 16.03

 

 

 

Maximum offering price per share (100/96.50 of $16.03)

$ 16.61

Class B:
Net Asset Value
and offering price per share ($7,882 ÷ 520 shares) A

$ 15.16

 

 

 

Class C:
Net Asset Value
and offering price per share ($22,934 ÷ 1,493 shares) A

$ 15.36

 

 

 

 

 

 

Institutional Class:
Net Asset Value,
offering price and redemption price per share ($726,774 ÷ 45,558 shares)

$ 15.95

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 32,716

Income from Fidelity Central Funds

 

1,106

 

 

33,822

Less foreign taxes withheld

 

(2,583)

Total income

 

31,239

 

 

 

Expenses

Management fee
Basic fee

$ 7,124

Performance adjustment

(84)

Transfer agent fees

2,789

Distribution fees

2,070

Accounting and security lending fees

474

Custodian fees and expenses

204

Independent trustees' compensation

7

Registration fees

66

Audit

75

Legal

5

Interest

2

Miscellaneous

20

Total expenses before reductions

12,752

Expense reductions

(350)

12,402

Net investment income (loss)

18,837

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(232,272)

Foreign currency transactions

(516)

Total net realized gain (loss)

 

(232,788)

Change in net unrealized appreciation (depreciation) on:

Investment securities

399,519

Assets and liabilities in foreign currencies

19

Total change in net unrealized appreciation (depreciation)

 

399,538

Net gain (loss)

166,750

Net increase (decrease) in net assets resulting from operations

$ 185,587

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 18,837

$ 25,772

Net realized gain (loss)

(232,788)

(90,893)

Change in net unrealized appreciation (depreciation)

399,538

(690,430)

Net increase (decrease) in net assets resulting
from operations

185,587

(755,551)

Distributions to shareholders from net investment income

(18,118)

(18,269)

Distributions to shareholders from net realized gain

-

(100,839)

Total distributions

(18,118)

(119,108)

Share transactions - net increase (decrease)

28,251

336,340

Redemption fees

29

56

Total increase (decrease) in net assets

195,749

(538,263)

 

 

 

Net Assets

Beginning of period

1,001,005

1,539,268

End of period (including undistributed net investment income of $16,696 and undistributed net investment income of $21,971, respectively)

$ 1,196,754

$ 1,001,005

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

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.56

$ 26.85

$ 21.67

$ 18.36

$ 15.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .24

  .38

  .31

  .27

  .13

Net realized and unrealized gain (loss)

  2.12

  (11.56)

  6.16

  3.53

  2.47

Total from investment operations

  2.36

  (11.18)

  6.47

  3.80

  2.60

Distributions from net investment income

  (.24)

  (.33)

  (.23)

  (.19)

  (.04)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.24)

  (2.11)

  (1.29)

  (.49)

  (.10)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.68

$ 13.56

$ 26.85

$ 21.67

$ 18.36

Total Return A,B

  17.97%

  (45.08)%

  31.44%

  21.12%

  16.44%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.36%

  1.35%

  1.17%

  1.24%

  1.24%

Expenses net of fee waivers, if any

  1.36%

  1.35%

  1.17%

  1.24%

  1.24%

Expenses net of all reductions

  1.33%

  1.32%

  1.13%

  1.17%

  1.15%

Net investment income (loss)

  1.79%

  1.83%

  1.34%

  1.31%

  .76%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 72

$ 73

$ 147

$ 113

$ 133

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.84

$ 27.35

$ 22.05

$ 18.64

$ 16.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .22

  .36

  .28

  .24

  .11

Net realized and unrealized gain (loss)

  2.17

  (11.82)

  6.27

  3.59

  2.51

Total from investment operations

  2.39

  (11.46)

  6.55

  3.83

  2.62

Distributions from net investment income

  (.20)

  (.27)

  (.19)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.20)

  (2.05)

  (1.25)

  (.42)

  (.07)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.03

$ 13.84

$ 27.35

$ 22.05

$ 18.64

Total Return A,B

  17.70%

  (45.18)%

  31.24%

  20.92%

  16.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.57%

  1.51%

  1.33%

  1.39%

  1.36%

Expenses net of fee waivers, if any

  1.57%

  1.51%

  1.33%

  1.39%

  1.36%

Expenses net of all reductions

  1.54%

  1.48%

  1.30%

  1.33%

  1.27%

Net investment income (loss)

  1.58%

  1.67%

  1.17%

  1.15%

  .64%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 367

$ 345

$ 710

$ 602

$ 582

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.02

$ 25.79

$ 20.81

$ 17.63

$ 15.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .22

  .12

  .10

  (.01)

Net realized and unrealized gain (loss)

  2.08

  (11.14)

  5.94

  3.40

  2.38

Total from investment operations

  2.21

  (10.92)

  6.06

  3.50

  2.37

Distributions from net investment income

  (.07)

  (.07)

  (.02)

  (.02)

  -

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  -

Total distributions

  (.07)

  (1.85)

  (1.08)

  (.32)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.16

$ 13.02

$ 25.79

$ 20.81

$ 17.63

Total Return A,B

  17.09%

  (45.50)%

  30.45%

  20.12%

  15.53%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.12%

  2.10%

  1.94%

  2.05%

  2.04%

Expenses net of fee waivers, if any

  2.12%

  2.10%

  1.94%

  2.05%

  2.04%

Expenses net of all reductions

  2.08%

  2.08%

  1.91%

  1.99%

  1.95%

Net investment income (loss)

  1.04%

  1.07%

  .56%

  .49%

  (.04)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 27

$ 37

$ 47

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.22

$ 26.22

$ 21.19

$ 17.95

$ 15.53

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .22

  .14

  .11

  - G

Net realized and unrealized gain (loss)

  2.09

  (11.31)

  6.02

  3.47

  2.42

Total from investment operations

  2.23

  (11.09)

  6.16

  3.58

  2.42

Distributions from net investment income

  (.09)

  (.13)

  (.07)

  (.04)

  -

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  -

Total distributions

  (.09)

  (1.91)

  (1.13)

  (.34)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.36

$ 13.22

$ 26.22

$ 21.19

$ 17.95

Total Return A,B

  17.06%

  (45.50)%

  30.48%

  20.22%

  15.58%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.11%

  2.09%

  1.91%

  1.98%

  2.00%

Expenses net of fee waivers, if any

  2.11%

  2.09%

  1.91%

  1.98%

  2.00%

Expenses net of all reductions

  2.08%

  2.07%

  1.87%

  1.92%

  1.90%

Net investment income (loss)

  1.05%

  1.08%

  .60%

  .56%

  .01%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 23

$ 22

$ 46

$ 41

$ 38

Portfolio turnover rate E

  83%

  79%

  66%

  65%

  120%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.83

$ 27.35

$ 22.06

$ 18.64

$ 16.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .29

  .45

  .40

  .35

  .21

Net realized and unrealized gain (loss)

  2.14

  (11.78)

  6.26

  3.58

  2.50

Total from investment operations

  2.43

  (11.33)

  6.66

  3.93

  2.71

Distributions from net investment income

  (.31)

  (.41)

  (.31)

  (.21)

  (.10)

Distributions from net realized gain

  -

  (1.78)

  (1.06)

  (.30)

  (.06)

Total distributions

  (.31)

  (2.19)

  (1.37)

  (.51)

  (.16)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.95

$ 13.83

$ 27.35

$ 22.06

$ 18.64

Total Return A

  18.32%

  (44.92)%

  31.88%

  21.55%

  16.91%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.06%

  1.01%

  .84%

  .87%

  .83%

Expenses net of fee waivers, if any

  1.06%

  1.01%

  .84%

  .87%

  .83%

Expenses net of all reductions

  1.02%

  .98%

  .81%

  .81%

  .73%

Net investment income (loss)

  2.10%

  2.17%

  1.66%

  1.67%

  1.18%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 727

$ 551

$ 609

$ 354

$ 287

Portfolio turnover rate D

  83%

  79%

  66%

  65%

  120%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

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

F Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Overseas Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. 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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 17, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 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 and may include proceeds received from litigation. 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. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 188,319

Gross unrealized depreciation

(101,441)

Net unrealized appreciation (depreciation)

$ 86,878

 

 

Tax Cost

$ 1,134,453

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 18,802

Capital loss carryforward

$ (311,877)

Net unrealized appreciation (depreciation)

$ 86,919

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 18,118

$ 27,900

Long-term Capital Gains

-

91,208

Total

$ 18,118

$ 119,108

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees - continued

redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $862,148 and $819,639, respectively.

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 161

$ 3

Class T

.25%

.25%

1,623

17

Class B

.75%

.25%

81

61

Class C

.75%

.25%

205

11

 

 

 

$ 2,070

$ 92

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 7

Class T

5

Class B*

18

Class C*

2

 

$ 32

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 209

.32

Class T

930

.29

Class B

26

.33

Class C

67

.32

Institutional Class

1,557

.27

 

$ 2,789

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 6,212

.43%

$ 2

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $5 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Security Lending - continued

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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $986.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $349 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 1,238

$ 1,785

Class T

4,849

6,979

Class B

48

73

Class C

144

230

Institutional Class

11,839

9,202

Total

$ 18,118

$ 18,269

From net realized gain

 

 

Class A

$ -

$ 9,778

Class T

-

45,838

Class B

-

1,798

Class C

-

3,080

Institutional Class

-

40,345

Total

$ -

$ 100,839

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

855

1,631

$ 11,113

$ 33,994

Reinvestment of distributions

87

416

1,028

10,008

Shares redeemed

(1,729)

(2,149)

(22,509)

(44,943)

Net increase (decrease)

(787)

(102)

$ (10,368)

$ (941)

Class T

 

 

 

 

Shares sold

5,593

5,968

$ 75,113

$ 128,327

Reinvestment of distributions

387

2,092

4,696

51,444

Shares redeemed

(8,015)

(9,064)

(106,238)

(188,310)

Net increase (decrease)

(2,035)

(1,004)

$ (26,429)

$ (8,539)

Class B

 

 

 

 

Shares sold

92

133

$ 1,164

$ 2,720

Reinvestment of distributions

4

73

43

1,689

Shares redeemed

(341)

(492)

(4,276)

(9,923)

Net increase (decrease)

(245)

(286)

$ (3,069)

$ (5,514)

Class C

 

 

 

 

Shares sold

330

294

$ 4,291

$ 5,937

Reinvestment of distributions

10

124

119

2,937

Shares redeemed

(515)

(501)

(6,428)

(9,667)

Net increase (decrease)

(175)

(83)

$ (2,018)

$ (793)

Institutional Class

 

 

 

 

Shares sold

12,044

18,688

$ 158,122

$ 367,938

Reinvestment of distributions

979

1,898

11,749

46,435

Shares redeemed

(7,282)

(3,050)

(99,736)

(62,246)

Net increase (decrease)

5,741

17,536

$ 70,135

$ 352,127

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, the Fidelity Advisor Freedom Funds were owners of record, in the aggregate, of approximately 44% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Overseas Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Overseas Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Overseas Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Eric M. Wetlaufer (47)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is a Director (2007-present), Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005).

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc.(2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Overseas Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$.268

$.03

Institutional Class designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/08/08

$.334

$.0227

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Overseas 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Advisor Overseas Fund


fid5370

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also stated that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it was lower than the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 16% means that 84% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Advisor Overseas Fund


fid5372

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, Class C, and Institutional Class ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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 any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

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 material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

FIL Investments (Japan) Limited

Fidelity Management & Research (Japan) Inc.

FIL Investment Advisors (U.K.) Ltd.

FIL Investment Advisors

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

OSI-UANN-1209
1.784768.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Value Leaders

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Life of
fund
A

Class A (incl. 5.75% sales charge)

3.80%

-2.55%

0.44%

Class T (incl. 3.50% sales charge)

6.05%

-2.36%

0.55%

Class B (incl. contingent deferred sales charge) B

4.19%

-2.51%

0.60%

Class C (incl. contingent deferred sales charge) C

8.28%

-2.15%

0.60%

A From June 17, 2003.

B Class B shares' contingent deferred sales charge included in the past one year, past 5 years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year, past 5 years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Value Leaders Fund - Class A on June 17, 2003, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.


fid5387

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial AverageSM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Charles Hebard, Portfolio Manager of Fidelity® Advisor Value Leaders Fund: For the year, the fund's Class A, Class T, Class B and Class C shares gained 10.13%, 9.90%, 9.19% and 9.28%, respectively (excluding sales charges), outperforming the Russell 1000® Value Index, which returned 4.78%. Stock selection fueled our outperformance, with particularly strong results in industrials, financials, materials and energy. Top individual contributors included underweighting - and later selling - major index component General Electric, which was battered by slowdowns in its industrial businesses and its financing arm. Underweighting Citigroup in diversified financials paid off when the stock was pummeled by significant credit losses. A stake in investment banking firm Morgan Stanley contributed when the company benefited from its enhanced competitive position. Within materials, Channel Islands-based gold miner Randgold Resources got a boost from rallying gold prices. Randgold was no longer held at period end. Occidental Petroleum in the energy area performed well, as did an out-of-index position in Belgian brewer Anheuser-Busch InBev. On the negative side, security selection within consumer discretionary hurt the most. Several diversified financials stocks also detracted, including Bank of America and State Street, both of which performed poorly early in the period. Other notable detractors included electricity generator FirstEnergy and wireless provider Sprint Nextel.

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, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,225.30

$ 7.01

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,224.60

$ 8.41

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,220.70

$ 11.19

HypotheticalA

 

$ 1,000.00

$ 1,015.12

$ 10.16

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,221.20

$ 11.20

HypotheticalA

 

$ 1,000.00

$ 1,015.12

$ 10.16

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,227.00

$ 5.61

HypotheticalA

 

$ 1,000.00

$ 1,020.16

$ 5.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

5.1

5.0

Chevron Corp.

3.8

3.7

Pfizer, Inc.

3.8

2.1

Bank of America Corp.

3.8

1.6

Wells Fargo & Co.

3.4

2.8

Occidental Petroleum Corp.

3.2

1.7

AT&T, Inc.

2.1

3.3

Morgan Stanley

1.8

0.8

Hewlett-Packard Co.

1.8

1.2

Goldman Sachs Group, Inc.

1.6

1.7

 

30.4

Top Five Market Sectors as of October 31, 2009

 

% of fund's net assets

% of fund's net assets
6 months ago

Financials

27.4

22.2

Energy

19.1

17.1

Health Care

10.5

11.3

Industrials

9.3

8.9

Consumer Discretionary

8.9

10.6

Asset Allocation (% of fund's net assets)

As of October 31, 2009*

As of April 30, 2009**

fid5184

Stocks 99.4%

 

fid5184

Stocks 98.4%

 

fid5391

Convertible
Securities 0.2%

 

fid5391

Convertible
Securities 0.1%

 

fid5189

Short-Term
Investments and
Net Other Assets 0.4%

 

fid5189

Short-Term
Investments and
Net Other Assets 1.5%

 

* Foreign investments

11.2%

 

** Foreign investments

11.5%

 

fid5396

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value

CONSUMER DISCRETIONARY - 8.9%

Auto Components - 0.8%

Autoliv, Inc.

2,200

$ 73,876

Johnson Controls, Inc.

13,000

310,960

The Goodyear Tire & Rubber Co. (a)

8,086

104,148

 

488,984

Automobiles - 0.2%

Renault SA (a)

2,400

108,071

Hotels, Restaurants & Leisure - 0.2%

Wyndham Worldwide Corp.

6,000

102,300

Household Durables - 2.6%

Black & Decker Corp.

5,700

269,154

KB Home (c)

55,900

792,662

Pulte Homes, Inc.

30,030

270,570

Whirlpool Corp.

2,300

164,657

 

1,497,043

Media - 2.6%

Cablevision Systems Corp. - NY Group Class A

4,400

101,024

Comcast Corp. Class A (special) (non-vtg.)

25,900

363,118

DISH Network Corp. Class A (a)

9,800

170,520

The DIRECTV Group, Inc. (a)

6,400

168,320

Time Warner Cable, Inc.

5,367

211,674

Time Warner, Inc.

16,400

493,968

 

1,508,624

Specialty Retail - 2.5%

Advance Auto Parts, Inc.

4,100

152,766

Home Depot, Inc.

7,450

186,921

Lowe's Companies, Inc.

20,100

393,357

Ross Stores, Inc.

3,700

162,837

Staples, Inc.

23,900

518,630

 

1,414,511

TOTAL CONSUMER DISCRETIONARY

5,119,533

CONSUMER STAPLES - 5.1%

Beverages - 0.9%

Anheuser-Busch InBev SA NV

4,209

198,231

Constellation Brands, Inc. Class A (sub. vtg.) (a)

6,000

94,920

The Coca-Cola Co.

4,300

229,233

 

522,384

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

16,600

$ 585,980

Kroger Co.

6,700

154,971

Winn-Dixie Stores, Inc. (a)

12,600

139,734

 

880,685

Food Products - 1.3%

Bunge Ltd.

2,300

131,238

Nestle SA (Reg.)

9,338

435,185

Ralcorp Holdings, Inc. (a)

3,300

177,210

 

743,633

Household Products - 1.0%

Energizer Holdings, Inc. (a)

2,900

176,523

Procter & Gamble Co.

7,200

417,600

 

594,123

Tobacco - 0.4%

British American Tobacco PLC sponsored ADR

3,200

205,536

TOTAL CONSUMER STAPLES

2,946,361

ENERGY - 19.1%

Energy Equipment & Services - 4.3%

ENSCO International, Inc.

5,400

247,266

Helmerich & Payne, Inc.

2,200

83,644

Nabors Industries Ltd. (a)

33,168

690,889

National Oilwell Varco, Inc. (a)

8,264

338,741

Noble Corp.

3,400

138,516

Pride International, Inc. (a)

5,700

168,492

Transocean Ltd. (a)

4,400

369,204

Weatherford International Ltd. (a)

26,300

461,039

 

2,497,791

Oil, Gas & Consumable Fuels - 14.8%

Anadarko Petroleum Corp.

2,900

176,697

Arch Coal, Inc.

8,100

175,446

Chesapeake Energy Corp.

25,400

622,300

Chevron Corp.

28,900

2,212,006

EOG Resources, Inc.

5,600

457,296

EXCO Resources, Inc.

5,000

78,100

Exxon Mobil Corp.

10,870

779,053

Marathon Oil Corp.

22,400

716,128

Occidental Petroleum Corp.

24,000

1,821,120

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petrohawk Energy Corp. (a)

12,900

$ 303,408

Plains Exploration & Production Co. (a)

9,700

257,050

Range Resources Corp.

4,600

230,230

Royal Dutch Shell PLC Class B ADR

7,000

407,120

Southwestern Energy Co. (a)

3,700

161,246

Suncor Energy, Inc.

3,200

106,150

 

8,503,350

TOTAL ENERGY

11,001,141

FINANCIALS - 27.2%

Capital Markets - 4.7%

Charles Schwab Corp.

6,900

119,646

Franklin Resources, Inc.

2,700

282,501

Goldman Sachs Group, Inc.

5,600

952,952

Morgan Stanley

33,100

1,063,172

State Street Corp.

7,600

319,048

 

2,737,319

Commercial Banks - 5.8%

Huntington Bancshares, Inc.

9,700

36,957

Mitsubishi UFJ Financial Group, Inc.

17,800

94,815

PNC Financial Services Group, Inc.

15,377

752,550

Regions Financial Corp.

25,900

125,356

SVB Financial Group (a)

3,200

132,000

U.S. Bancorp, Delaware

9,000

208,980

Wells Fargo & Co.

72,205

1,987,082

 

3,337,740

Consumer Finance - 1.0%

Capital One Financial Corp.

10,500

384,300

Discover Financial Services

14,800

209,272

 

593,572

Diversified Financial Services - 9.8%

Bank of America Corp.

150,220

2,190,208

CME Group, Inc.

1,000

302,610

JPMorgan Chase & Co.

70,340

2,938,100

KKR Financial Holdings LLC (a)

23,500

107,630

Moody's Corp.

5,500

130,240

 

5,668,788

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 4.3%

ACE Ltd.

12,800

$ 657,408

Allied World Assurance Co. Holdings Ltd.

2,600

116,376

Argo Group International Holdings, Ltd. (a)

2,591

87,990

Assurant, Inc.

2,300

68,839

Everest Re Group Ltd.

4,700

411,203

Genworth Financial, Inc. Class A

30,100

319,662

Lincoln National Corp.

10,700

254,981

Loews Corp.

2,800

92,680

MetLife, Inc.

8,200

279,046

XL Capital Ltd. Class A

10,300

169,023

 

2,457,208

Real Estate Investment Trusts - 0.9%

Alexandria Real Estate Equities, Inc.

2,900

157,093

CBL & Associates Properties, Inc.

6,000

48,960

Duke Realty LP

5,300

59,572

ProLogis Trust

7,100

80,443

SL Green Realty Corp.

3,700

143,412

 

489,480

Real Estate Management & Development - 0.7%

CB Richard Ellis Group, Inc. Class A (a)

36,500

377,775

TOTAL FINANCIALS

15,661,882

HEALTH CARE - 10.5%

Biotechnology - 0.7%

Amgen, Inc. (a)

2,600

139,698

Biogen Idec, Inc. (a)

4,400

185,372

Genzyme Corp. (a)

2,100

106,260

 

431,330

Health Care Equipment & Supplies - 1.8%

Boston Scientific Corp. (a)

24,700

200,564

Covidien PLC

16,775

706,563

Stryker Corp.

2,700

124,200

 

1,031,327

Health Care Providers & Services - 1.9%

Aetna, Inc.

9,300

242,079

Brookdale Senior Living, Inc.

11,900

200,396

CIGNA Corp.

9,900

275,616

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Humana, Inc. (a)

4,500

$ 169,110

UnitedHealth Group, Inc.

8,500

220,575

 

1,107,776

Life Sciences Tools & Services - 0.2%

Thermo Fisher Scientific, Inc. (a)

2,050

92,250

Pharmaceuticals - 5.9%

King Pharmaceuticals, Inc. (a)

7,200

72,936

Merck & Co., Inc.

30,500

943,365

Pfizer, Inc.

129,184

2,200,004

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,100

156,488

 

3,372,793

TOTAL HEALTH CARE

6,035,476

INDUSTRIALS - 9.3%

Aerospace & Defense - 1.9%

Honeywell International, Inc.

16,440

590,032

Precision Castparts Corp.

1,400

133,742

United Technologies Corp.

6,400

393,280

 

1,117,054

Building Products - 1.0%

Armstrong World Industries, Inc. (a)

900

33,525

Masco Corp.

34,050

400,088

Owens Corning (a)

6,100

134,871

 

568,484

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

8,130

210,648

Electrical Equipment - 0.4%

Acuity Brands, Inc.

2,600

82,316

Regal-Beloit Corp.

2,700

126,576

 

208,892

Industrial Conglomerates - 0.5%

Textron, Inc.

15,100

268,478

Machinery - 2.7%

Caterpillar, Inc.

3,700

203,722

Cummins, Inc.

10,300

443,518

Deere & Co.

4,800

218,640

Ingersoll-Rand Co. Ltd.

15,600

492,804

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Navistar International Corp. (a)

2,380

$ 78,873

Oshkosh Co.

4,100

128,166

 

1,565,723

Road & Rail - 2.4%

Avis Budget Group, Inc. (a)

7,600

63,840

CSX Corp.

13,700

577,866

Ryder System, Inc.

2,800

113,540

Union Pacific Corp.

11,800

650,652

 

1,405,898

TOTAL INDUSTRIALS

5,345,177

INFORMATION TECHNOLOGY - 7.7%

Communications Equipment - 1.0%

Cisco Systems, Inc. (a)

18,800

429,580

Juniper Networks, Inc. (a)

5,700

145,407

 

574,987

Computers & Peripherals - 2.0%

Hewlett-Packard Co.

22,150

1,051,239

NCR Corp. (a)

12,100

122,815

 

1,174,054

Electronic Equipment & Components - 1.9%

Agilent Technologies, Inc.

6,000

148,440

Amphenol Corp. Class A

1,700

68,204

Arrow Electronics, Inc. (a)

7,800

197,652

Avnet, Inc. (a)

13,200

327,096

Flextronics International Ltd. (a)

24,300

157,464

Tyco Electronics Ltd.

10,275

218,344

 

1,117,200

Internet Software & Services - 0.5%

eBay, Inc. (a)

12,100

269,467

Semiconductors & Semiconductor Equipment - 1.9%

Applied Materials, Inc.

32,300

394,060

ASML Holding NV (NY Shares)

5,300

142,782

Atmel Corp. (a)

24,750

92,070

KLA-Tencor Corp.

3,700

120,287

Lam Research Corp. (a)

7,800

263,016

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

MEMC Electronic Materials, Inc. (a)

3,900

$ 48,438

ON Semiconductor Corp. (a)

4,500

30,105

 

1,090,758

Software - 0.4%

Microsoft Corp.

7,400

205,202

TOTAL INFORMATION TECHNOLOGY

4,431,668

MATERIALS - 3.7%

Chemicals - 1.4%

Albemarle Corp.

7,600

240,008

Celanese Corp. Class A

6,000

164,700

Dow Chemical Co.

16,000

375,680

 

780,388

Construction Materials - 0.4%

HeidelbergCement AG

3,001

179,869

Vulcan Materials Co.

1,505

69,275

 

249,144

Containers & Packaging - 0.6%

Owens-Illinois, Inc. (a)

5,700

181,716

Temple-Inland, Inc.

12,400

191,580

 

373,296

Metals & Mining - 1.3%

AngloGold Ashanti Ltd. sponsored ADR

2,209

82,926

ArcelorMittal SA (NY Shares) Class A

5,000

170,100

Freeport-McMoRan Copper & Gold, Inc.

2,000

146,720

Newcrest Mining Ltd.

7,877

226,347

Steel Dynamics, Inc.

9,400

125,866

 

751,959

TOTAL MATERIALS

2,154,787

TELECOMMUNICATION SERVICES - 3.8%

Diversified Telecommunication Services - 3.4%

AT&T, Inc.

48,337

1,240,811

Qwest Communications International, Inc.

44,000

157,960

Verizon Communications, Inc.

19,050

563,690

 

1,962,461

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

87,300

$ 258,408

TOTAL TELECOMMUNICATION SERVICES

2,220,869

UTILITIES - 4.1%

Electric Utilities - 2.3%

Allegheny Energy, Inc.

2,300

52,486

American Electric Power Co., Inc.

11,600

350,552

Entergy Corp.

3,900

299,208

Exelon Corp.

6,300

295,848

FirstEnergy Corp.

7,600

328,928

 

1,327,022

Independent Power Producers & Energy Traders - 0.6%

AES Corp.

6,800

88,876

Constellation Energy Group, Inc.

2,800

86,576

NRG Energy, Inc. (a)

8,500

195,415

 

370,867

Multi-Utilities - 1.2%

CMS Energy Corp.

13,500

179,550

PG&E Corp.

5,400

220,806

Sempra Energy

5,700

293,265

 

693,621

TOTAL UTILITIES

2,391,510

TOTAL COMMON STOCKS

(Cost $61,784,013)

57,308,404

Convertible Preferred Stocks - 0.2%

 

 

 

 

FINANCIALS - 0.2%

Commercial Banks - 0.2%

Huntington Bancshares, Inc. 8.50%

(Cost $68,810)

92

78,476

Money Market Funds - 2.0%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

339,300

$ 339,300

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

825,000

825,000

TOTAL MONEY MARKET FUNDS

(Cost $1,164,300)

1,164,300

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $63,017,123)

58,551,180

NET OTHER ASSETS - (1.6)%

(894,922)

NET ASSETS - 100%

$ 57,656,258

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(c) Security or a portion of the security is on loan at period end.

(d) 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.

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

$ 2,268

Fidelity Securities Lending Cash Central Fund

4,025

Total

$ 6,293

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,119,533

$ 5,119,533

$ -

$ -

Consumer Staples

2,946,361

2,946,361

-

-

Energy

11,001,141

11,001,141

-

-

Financials

15,740,358

15,645,543

94,815

-

Health Care

6,035,476

6,035,476

-

-

Industrials

5,345,177

5,345,177

-

-

Information Technology

4,431,668

4,431,668

-

-

Materials

2,154,787

1,928,440

226,347

-

Telecommunication Services

2,220,869

2,220,869

-

-

Utilities

2,391,510

2,391,510

-

-

Money Market Funds

1,164,300

1,164,300

-

-

Total Investments in Securities:

$ 58,551,180

$ 58,230,018

$ 321,162

$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

88.8%

Switzerland

3.9%

Ireland

2.1%

Bermuda

1.3%

United Kingdom

1.1%

Others (individually less than 1%)

2.8%

 

100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $37,200,905 of which $22,389,219 and $14,811,686 will expire on October 31, 2016 and 2017, respectively.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $779,900) - See accompanying schedule:

Unaffiliated issuers (cost $61,852,823)

$ 57,386,880

 

Fidelity Central Funds (cost $1,164,300)

1,164,300

 

Total Investments (cost $63,017,123)

 

$ 58,551,180

Cash

17

Receivable for investments sold

257,848

Receivable for fund shares sold

38,857

Dividends receivable

53,144

Distributions receivable from Fidelity Central Funds

114

Prepaid expenses

382

Other receivables

2,614

Total assets

58,904,156

 

 

 

Liabilities

Payable for investments purchased

$ 233,094

Payable for fund shares redeemed

53,453

Accrued management fee

26,257

Distribution fees payable

20,834

Other affiliated payables

19,113

Other payables and accrued expenses

70,147

Collateral on securities loaned, at value

825,000

Total liabilities

1,247,898

 

 

 

Net Assets

$ 57,656,258

Net Assets consist of:

 

Paid in capital

$ 100,662,590

Undistributed net investment income

406,445

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(38,915,974)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(4,496,803)

Net Assets

$ 57,656,258

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($28,585,297 ÷ 3,075,160 shares)

$ 9.30

 

 

 

Maximum offering price per share (100/94.25 of $9.30)

$ 9.87

Class T:
Net Asset Value
and redemption price per share ($20,652,440 ÷ 2,229,001 shares)

$ 9.27

 

 

 

Maximum offering price per share (100/96.50 of $9.27)

$ 9.61

Class B:
Net Asset Value
and offering price per share ($1,989,273 ÷ 216,659 shares)A

$ 9.18

 

 

 

Class C:
Net Asset Value
and offering price per share ($4,087,970 ÷ 448,715 shares)A

$ 9.11

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,341,278 ÷ 250,376 shares)

$ 9.35

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 1,325,931

Interest

 

351

Income from Fidelity Central Funds

 

6,293

Total income

 

1,332,575

 

 

 

Expenses

Management fee
Basic fee

$ 320,703

Performance adjustment

(83,910)

Transfer agent fees

183,069

Distribution fees

233,127

Accounting and security lending fees

22,277

Custodian fees and expenses

20,348

Independent trustees' compensation

420

Registration fees

56,480

Audit

47,787

Legal

643

Miscellaneous

1,270

Total expenses before reductions

802,214

Expense reductions

(3,225)

798,989

Net investment income (loss)

533,586

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(14,324,191)

Foreign currency transactions

3,632

Total net realized gain (loss)

 

(14,320,559)

Change in net unrealized appreciation (depreciation) on:

Investment securities

18,265,880

Assets and liabilities in foreign currencies

1,383

Total change in net unrealized appreciation (depreciation)

 

18,267,263

Net gain (loss)

3,946,704

Net increase (decrease) in net assets resulting from operations

$ 4,480,290

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 533,586

$ 1,163,678

Net realized gain (loss)

(14,320,559)

(24,300,512)

Change in net unrealized appreciation (depreciation)

18,267,263

(35,320,155)

Net increase (decrease) in net assets resulting
from operations

4,480,290

(58,456,989)

Distributions to shareholders from net investment income

(1,108,886)

(766,736)

Distributions to shareholders from net realized gain

-

(6,300,337)

Total distributions

(1,108,886)

(7,067,073)

Share transactions - net increase (decrease)

(13,293,951)

(8,614,048)

Total increase (decrease) in net assets

(9,922,547)

(74,138,110)

 

 

 

Net Assets

Beginning of period

67,578,805

141,716,915

End of period (including undistributed net investment income of $406,445 and undistributed net investment income of $873,758, respectively)

$ 57,656,258

$ 67,578,805

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.63

$ 16.40

$ 15.08

$ 13.22

$ 11.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .16

  .13

  .08

  .06

Net realized and unrealized gain (loss)

  .75

  (7.09)

  1.99

  2.15

  1.51

Total from investment operations

  .84

  (6.93)

  2.12

  2.23

  1.57

Distributions from net investment income

  (.17)

  (.12)

  (.09)

  (.04)

  (.04)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.17)

  (.84) G

  (.80)

  (.37)

  (.05)

Net asset value, end of period

$ 9.30

$ 8.63

$ 16.40

$ 15.08

$ 13.22

Total Return A,B

  10.13%

  (44.43)%

  14.64%

  17.20%

  13.40%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.25%

  1.26%

  1.28%

  1.41%

  1.50%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.30%

Expenses net of all reductions

  1.25%

  1.25%

  1.24%

  1.24%

  1.26%

Net investment income (loss)

  1.10%

  1.21%

  .85%

  .54%

  .48%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 28,585

$ 34,864

$ 67,434

$ 15,398

$ 7,121

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.839 per share is comprised of distributions from net investment income of $.117 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.58

$ 16.30

$ 14.99

$ 13.14

$ 11.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .13

  .09

  .04

  .03

Net realized and unrealized gain (loss)

  .75

  (7.06)

  1.97

  2.15

  1.48

Total from investment operations

  .82

  (6.93)

  2.06

  2.19

  1.51

Distributions from net investment income

  (.13)

  (.07)

  (.04)

  (.01)

  (.03)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.13)

  (.79) G

  (.75)

  (.34)

  (.04)

Net asset value, end of period

$ 9.27

$ 8.58

$ 16.30

$ 14.99

$ 13.14

Total Return A,B

  9.90%

  (44.57)%

  14.31%

  16.93%

  12.96%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.49%

  1.53%

  1.65%

  1.72%

Expenses net of fee waivers, if any

  1.50%

  1.49%

  1.50%

  1.50%

  1.55%

Expenses net of all reductions

  1.49%

  1.49%

  1.49%

  1.49%

  1.51%

Net investment income (loss)

  .85%

  .97%

  .60%

  .29%

  .23%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 20,652

$ 22,720

$ 50,998

$ 30,607

$ 21,580

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.790 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.47

$ 16.07

$ 14.81

$ 12.99

$ 11.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .06

  .01

  (.03)

  (.03)

Net realized and unrealized gain (loss)

  .74

  (6.96)

  1.95

  2.13

  1.46

Total from investment operations

  .77

  (6.90)

  1.96

  2.10

  1.43

Distributions from net investment income

  (.06)

  -

  -

  -

  (.02)

Distributions from net realized gain

  -

  (.70)

  (.70)

  (.28)

  (.01)

Total distributions

  (.06)

  (.70) G

  (.70)

  (.28)

  (.03)

Net asset value, end of period

$ 9.18

$ 8.47

$ 16.07

$ 14.81

$ 12.99

Total Return A,B

  9.19%

  (44.80)%

  13.74%

  16.38%

  12.35%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.00%

  2.03%

  2.10%

  2.23%

  2.31%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.05%

Expenses net of all reductions

  2.00%

  2.00%

  1.99%

  1.99%

  2.01%

Net investment income (loss)

  .35%

  .45%

  .10%

  (.21)%

  (.27)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,989

$ 2,615

$ 6,734

$ 5,734

$ 4,240

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.698 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $.698 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.44

$ 16.04

$ 14.80

$ 12.99

$ 11.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .06

  .02

  (.03)

  (.03)

Net realized and unrealized gain (loss)

  .73

  (6.95)

  1.93

  2.13

  1.47

Total from investment operations

  .76

  (6.89)

  1.95

  2.10

  1.44

Distributions from net investment income

  (.09)

  -

  -

  -

  (.02)

Distributions from net realized gain

  -

  (.71)

  (.71)

  (.29)

  (.01)

Total distributions

  (.09)

  (.71) G

  (.71)

  (.29)

  (.03)

Net asset value, end of period

$ 9.11

$ 8.44

$ 16.04

$ 14.80

$ 12.99

Total Return A,B

  9.28%

  (44.84)%

  13.69%

  16.38%

  12.45%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.01%

  2.03%

  2.09%

  2.22%

  2.30%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.05%

Expenses net of all reductions

  2.00%

  2.00%

  1.99%

  1.99%

  2.01%

Net investment income (loss)

  .35%

  .45%

  .10%

  (.21)%

  (.27)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,088

$ 5,358

$ 9,718

$ 7,004

$ 3,892

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.712 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $.712 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.70

$ 16.51

$ 15.17

$ 13.28

$ 11.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .20

  .17

  .11

  .09

Net realized and unrealized gain (loss)

  .74

  (7.13)

  1.99

  2.18

  1.49

Total from investment operations

  .85

  (6.93)

  2.16

  2.29

  1.58

Distributions from net investment income

  (.20)

  (.15)

  (.11)

  (.07)

  (.04)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.20)

  (.88) F

  (.82)

  (.40)

  (.05)

Net asset value, end of period

$ 9.35

$ 8.70

$ 16.51

$ 15.17

$ 13.28

Total Return A

  10.26%

  (44.24)%

  14.89%

  17.58%

  13.47%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.00%

  .98%

  1.00%

  1.04%

  1.14%

Expenses net of fee waivers, if any

  1.00%

  .98%

  1.00%

  1.00%

  1.06%

Expenses net of all reductions

  1.00%

  .97%

  .99%

  .99%

  1.02%

Net investment income (loss)

  1.35%

  1.48%

  1.10%

  .79%

  .72%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,341

$ 2,021

$ 6,833

$ 2,201

$ 1,857

Portfolio turnover rate D

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Total distributions of $.876 per share is comprised of distributions from net investment income of $.154 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Value Leaders Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 15, 2009, have

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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 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 and may include proceeds received from litigation. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 5,352,120

Gross unrealized depreciation

(11,562,190)

Net unrealized appreciation (depreciation)

$ (6,210,070)

 

 

Tax Cost

$ 64,761,250

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 435,502

Capital loss carryforward

$ (37,200,905)

Net unrealized appreciation (depreciation)

$ (6,240,930)

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 1,108,886

$ 2,867,867

Long-term Capital Gains

-

4,199,206

Total

$ 1,108,886

$ 7,067,073

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $32,135,797 and $46,117,978, respectively.

Annual Report

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund, as compared to an appropriate benchmark index. The Fund's performance period began on June 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in May 2008. For the period, the total annual management fee rate, including the performance adjustment, was .42% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 72,543

$ 1,599

Class T

.25%

.25%

96,780

0

Class B

.75%

.25%

19,888

14,926

Class C

.75%

.25%

43,916

5,831

 

 

 

$ 233,127

$ 22,356

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 4,077

Class T

1,442

Class B*

4,685

Class C*

1,244

 

$ 11,448

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 94,062

.32

Class T

61,528

.32

Class B

6,385

.32

Class C

14,366

.33

Institutional Class

6,728

.32

 

$ 183,069

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $305 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $4,025.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.25%

$ 958

Class C

2.00%

411

Institutional Class

1.00%

22

 

 

$ 1,391

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,834 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 651,492

$ 490,285

Class T

331,626

212,605

Class B

16,855

-

Class C

58,115

-

Institutional Class

50,798

63,846

Total

$ 1,108,886

$ 766,736

From net realized gain

 

 

Class A

$ -

$ 3,025,522

Class T

-

2,257,342

Class B

-

289,371

Class C

-

428,772

Institutional Class

-

299,330

Total

$ -

$ 6,300,337

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

726,745

1,245,560

$ 5,639,090

$ 16,725,742

Reinvestment of distributions

83,555

229,648

628,332

3,435,527

Shares redeemed

(1,774,132)

(1,548,314)

(14,305,593)

(19,906,953)

Net increase (decrease)

(963,832)

(73,106)

$ (8,038,171)

$ 254,316

Class T

 

 

 

 

Shares sold

296,628

361,529

$ 2,194,950

$ 4,866,864

Reinvestment of distributions

43,233

159,872

324,683

2,383,698

Shares redeemed

(757,445)

(1,003,715)

(5,709,688)

(12,646,744)

Net increase (decrease)

(417,584)

(482,314)

$ (3,190,055)

$ (5,396,182)

Class B

 

 

 

 

Shares sold

27,365

50,111

$ 212,586

$ 663,922

Reinvestment of distributions

2,093

18,065

15,659

266,998

Shares redeemed

(121,572)

(178,297)

(906,818)

(2,254,840)

Net increase (decrease)

(92,114)

(110,121)

$ (678,573)

$ (1,323,920)

Class C

 

 

 

 

Shares sold

121,314

244,483

$ 940,578

$ 2,743,844

Reinvestment of distributions

6,675

26,400

49,531

388,869

Shares redeemed

(313,856)

(241,995)

(2,497,490)

(2,982,122)

Net increase (decrease)

(185,867)

28,888

$ (1,507,381)

$ 150,591

Institutional Class

 

 

 

 

Shares sold

112,130

113,327

$ 872,885

$ 1,524,666

Reinvestment of distributions

6,216

23,109

46,931

347,565

Shares redeemed

(100,375)

(317,920)

(799,587)

(4,171,084)

Net increase (decrease)

17,971

(181,484)

$ 120,229

$ (2,298,853)

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Value Leaders Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Value Leaders Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Value Leaders Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 15, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Advisor Value Leaders voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/07/09

12/04/09

$.093

$.005

 

 

 

 

 

Class T

12/07/09

12/04/09

$.074

$.005

 

 

 

 

 

Class B

12/07/09

12/04/09

$.021

$.005

 

 

 

 

 

Class C

12/07/09

12/04/09

$.015

$.005

Class A, T, B and C designate 100% of the dividends distributed in December 2008, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, T, B and C designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue code.

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Value Leaders 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Value Leaders Fund

fid5398

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 11% means that 89% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Value Leaders Fund

fid5400

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, and Institutional Class ranked below its competitive median for 2008, the total expenses of Class C ranked equal to its competitive median for 2008, and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments
(Japan) Limited

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

Brown Brothers Harriman & Company

Boston, MA

AVLF-UANN-1209
1.793576.106

fid5197

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Value Leaders

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Life of
fund
A

Institutional Class

10.26%

-1.18%

1.61%

A From June 17, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Value Leaders Fund - Institutional Class on June 17, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.


fid5415

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial AverageSM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Charles Hebard, Portfolio Manager of Fidelity® Advisor Value Leaders Fund: For the year, the fund's Institutional Class shares gained 10.26%, outperforming the Russell 1000® Value Index, which returned 4.78%. Stock selection fueled our outperformance, with particularly strong results in industrials, financials, materials and energy. Top individual contributors included underweighting - and later selling - major index component General Electric, which was battered by slowdowns in its industrial businesses and its financing arm. Underweighting Citigroup in diversified financials paid off when the stock was pummeled by significant credit losses. A stake in investment banking firm Morgan Stanley contributed when the company benefited from its enhanced competitive position. Within materials, Channel Islands-based gold miner Randgold Resources got a boost from rallying gold prices. Randgold was no longer held at period end. Occidental Petroleum in the energy area performed well, as did an out-of-index position in Belgian brewer Anheuser-Busch InBev. On the negative side, security selection within consumer discretionary hurt the most. Several diversified financials stocks also detracted, including Bank of America and State Street, both of which performed poorly early in the period. Other notable detractors included electricity generator FirstEnergy and wireless provider Sprint Nextel.

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, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 



Annualized
Expense Ratio


Beginning
Account Value
May 1, 2009


Ending
Account Value
October 31, 2009

Expenses Paid
During Period
*
May 1, 2009 to
October 31, 2009

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,225.30

$ 7.01

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,224.60

$ 8.41

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,220.70

$ 11.19

HypotheticalA

 

$ 1,000.00

$ 1,015.12

$ 10.16

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,221.20

$ 11.20

HypotheticalA

 

$ 1,000.00

$ 1,015.12

$ 10.16

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,227.00

$ 5.61

HypotheticalA

 

$ 1,000.00

$ 1,020.16

$ 5.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009

 

% of fund's net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

5.1

5.0

Chevron Corp.

3.8

3.7

Pfizer, Inc.

3.8

2.1

Bank of America Corp.

3.8

1.6

Wells Fargo & Co.

3.4

2.8

Occidental Petroleum Corp.

3.2

1.7

AT&T, Inc.

2.1

3.3

Morgan Stanley

1.8

0.8

Hewlett-Packard Co.

1.8

1.2

Goldman Sachs Group, Inc.

1.6

1.7

 

30.4

Top Five Market Sectors as of October 31, 2009

 

% of fund's net assets

% of fund's net assets
6 months ago

Financials

27.4

22.2

Energy

19.1

17.1

Health Care

10.5

11.3

Industrials

9.3

8.9

Consumer Discretionary

8.9

10.6

Asset Allocation (% of fund's net assets)

As of October 31, 2009*

As of April 30, 2009**

fid5184

Stocks 99.4%

 

fid5184

Stocks 98.4%

 

fid5391

Convertible
Securities 0.2%

 

fid5391

Convertible
Securities 0.1%

 

fid5189

Short-Term
Investments and
Net Other Assets 0.4%

 

fid5189

Short-Term
Investments and
Net Other Assets 1.5%

 

* Foreign investments

11.2%

 

** Foreign investments

11.5%

 

fid5423

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value

CONSUMER DISCRETIONARY - 8.9%

Auto Components - 0.8%

Autoliv, Inc.

2,200

$ 73,876

Johnson Controls, Inc.

13,000

310,960

The Goodyear Tire & Rubber Co. (a)

8,086

104,148

 

488,984

Automobiles - 0.2%

Renault SA (a)

2,400

108,071

Hotels, Restaurants & Leisure - 0.2%

Wyndham Worldwide Corp.

6,000

102,300

Household Durables - 2.6%

Black & Decker Corp.

5,700

269,154

KB Home (c)

55,900

792,662

Pulte Homes, Inc.

30,030

270,570

Whirlpool Corp.

2,300

164,657

 

1,497,043

Media - 2.6%

Cablevision Systems Corp. - NY Group Class A

4,400

101,024

Comcast Corp. Class A (special) (non-vtg.)

25,900

363,118

DISH Network Corp. Class A (a)

9,800

170,520

The DIRECTV Group, Inc. (a)

6,400

168,320

Time Warner Cable, Inc.

5,367

211,674

Time Warner, Inc.

16,400

493,968

 

1,508,624

Specialty Retail - 2.5%

Advance Auto Parts, Inc.

4,100

152,766

Home Depot, Inc.

7,450

186,921

Lowe's Companies, Inc.

20,100

393,357

Ross Stores, Inc.

3,700

162,837

Staples, Inc.

23,900

518,630

 

1,414,511

TOTAL CONSUMER DISCRETIONARY

5,119,533

CONSUMER STAPLES - 5.1%

Beverages - 0.9%

Anheuser-Busch InBev SA NV

4,209

198,231

Constellation Brands, Inc. Class A (sub. vtg.) (a)

6,000

94,920

The Coca-Cola Co.

4,300

229,233

 

522,384

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

16,600

$ 585,980

Kroger Co.

6,700

154,971

Winn-Dixie Stores, Inc. (a)

12,600

139,734

 

880,685

Food Products - 1.3%

Bunge Ltd.

2,300

131,238

Nestle SA (Reg.)

9,338

435,185

Ralcorp Holdings, Inc. (a)

3,300

177,210

 

743,633

Household Products - 1.0%

Energizer Holdings, Inc. (a)

2,900

176,523

Procter & Gamble Co.

7,200

417,600

 

594,123

Tobacco - 0.4%

British American Tobacco PLC sponsored ADR

3,200

205,536

TOTAL CONSUMER STAPLES

2,946,361

ENERGY - 19.1%

Energy Equipment & Services - 4.3%

ENSCO International, Inc.

5,400

247,266

Helmerich & Payne, Inc.

2,200

83,644

Nabors Industries Ltd. (a)

33,168

690,889

National Oilwell Varco, Inc. (a)

8,264

338,741

Noble Corp.

3,400

138,516

Pride International, Inc. (a)

5,700

168,492

Transocean Ltd. (a)

4,400

369,204

Weatherford International Ltd. (a)

26,300

461,039

 

2,497,791

Oil, Gas & Consumable Fuels - 14.8%

Anadarko Petroleum Corp.

2,900

176,697

Arch Coal, Inc.

8,100

175,446

Chesapeake Energy Corp.

25,400

622,300

Chevron Corp.

28,900

2,212,006

EOG Resources, Inc.

5,600

457,296

EXCO Resources, Inc.

5,000

78,100

Exxon Mobil Corp.

10,870

779,053

Marathon Oil Corp.

22,400

716,128

Occidental Petroleum Corp.

24,000

1,821,120

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petrohawk Energy Corp. (a)

12,900

$ 303,408

Plains Exploration & Production Co. (a)

9,700

257,050

Range Resources Corp.

4,600

230,230

Royal Dutch Shell PLC Class B ADR

7,000

407,120

Southwestern Energy Co. (a)

3,700

161,246

Suncor Energy, Inc.

3,200

106,150

 

8,503,350

TOTAL ENERGY

11,001,141

FINANCIALS - 27.2%

Capital Markets - 4.7%

Charles Schwab Corp.

6,900

119,646

Franklin Resources, Inc.

2,700

282,501

Goldman Sachs Group, Inc.

5,600

952,952

Morgan Stanley

33,100

1,063,172

State Street Corp.

7,600

319,048

 

2,737,319

Commercial Banks - 5.8%

Huntington Bancshares, Inc.

9,700

36,957

Mitsubishi UFJ Financial Group, Inc.

17,800

94,815

PNC Financial Services Group, Inc.

15,377

752,550

Regions Financial Corp.

25,900

125,356

SVB Financial Group (a)

3,200

132,000

U.S. Bancorp, Delaware

9,000

208,980

Wells Fargo & Co.

72,205

1,987,082

 

3,337,740

Consumer Finance - 1.0%

Capital One Financial Corp.

10,500

384,300

Discover Financial Services

14,800

209,272

 

593,572

Diversified Financial Services - 9.8%

Bank of America Corp.

150,220

2,190,208

CME Group, Inc.

1,000

302,610

JPMorgan Chase & Co.

70,340

2,938,100

KKR Financial Holdings LLC (a)

23,500

107,630

Moody's Corp.

5,500

130,240

 

5,668,788

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 4.3%

ACE Ltd.

12,800

$ 657,408

Allied World Assurance Co. Holdings Ltd.

2,600

116,376

Argo Group International Holdings, Ltd. (a)

2,591

87,990

Assurant, Inc.

2,300

68,839

Everest Re Group Ltd.

4,700

411,203

Genworth Financial, Inc. Class A

30,100

319,662

Lincoln National Corp.

10,700

254,981

Loews Corp.

2,800

92,680

MetLife, Inc.

8,200

279,046

XL Capital Ltd. Class A

10,300

169,023

 

2,457,208

Real Estate Investment Trusts - 0.9%

Alexandria Real Estate Equities, Inc.

2,900

157,093

CBL & Associates Properties, Inc.

6,000

48,960

Duke Realty LP

5,300

59,572

ProLogis Trust

7,100

80,443

SL Green Realty Corp.

3,700

143,412

 

489,480

Real Estate Management & Development - 0.7%

CB Richard Ellis Group, Inc. Class A (a)

36,500

377,775

TOTAL FINANCIALS

15,661,882

HEALTH CARE - 10.5%

Biotechnology - 0.7%

Amgen, Inc. (a)

2,600

139,698

Biogen Idec, Inc. (a)

4,400

185,372

Genzyme Corp. (a)

2,100

106,260

 

431,330

Health Care Equipment & Supplies - 1.8%

Boston Scientific Corp. (a)

24,700

200,564

Covidien PLC

16,775

706,563

Stryker Corp.

2,700

124,200

 

1,031,327

Health Care Providers & Services - 1.9%

Aetna, Inc.

9,300

242,079

Brookdale Senior Living, Inc.

11,900

200,396

CIGNA Corp.

9,900

275,616

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Humana, Inc. (a)

4,500

$ 169,110

UnitedHealth Group, Inc.

8,500

220,575

 

1,107,776

Life Sciences Tools & Services - 0.2%

Thermo Fisher Scientific, Inc. (a)

2,050

92,250

Pharmaceuticals - 5.9%

King Pharmaceuticals, Inc. (a)

7,200

72,936

Merck & Co., Inc.

30,500

943,365

Pfizer, Inc.

129,184

2,200,004

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,100

156,488

 

3,372,793

TOTAL HEALTH CARE

6,035,476

INDUSTRIALS - 9.3%

Aerospace & Defense - 1.9%

Honeywell International, Inc.

16,440

590,032

Precision Castparts Corp.

1,400

133,742

United Technologies Corp.

6,400

393,280

 

1,117,054

Building Products - 1.0%

Armstrong World Industries, Inc. (a)

900

33,525

Masco Corp.

34,050

400,088

Owens Corning (a)

6,100

134,871

 

568,484

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

8,130

210,648

Electrical Equipment - 0.4%

Acuity Brands, Inc.

2,600

82,316

Regal-Beloit Corp.

2,700

126,576

 

208,892

Industrial Conglomerates - 0.5%

Textron, Inc.

15,100

268,478

Machinery - 2.7%

Caterpillar, Inc.

3,700

203,722

Cummins, Inc.

10,300

443,518

Deere & Co.

4,800

218,640

Ingersoll-Rand Co. Ltd.

15,600

492,804

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Navistar International Corp. (a)

2,380

$ 78,873

Oshkosh Co.

4,100

128,166

 

1,565,723

Road & Rail - 2.4%

Avis Budget Group, Inc. (a)

7,600

63,840

CSX Corp.

13,700

577,866

Ryder System, Inc.

2,800

113,540

Union Pacific Corp.

11,800

650,652

 

1,405,898

TOTAL INDUSTRIALS

5,345,177

INFORMATION TECHNOLOGY - 7.7%

Communications Equipment - 1.0%

Cisco Systems, Inc. (a)

18,800

429,580

Juniper Networks, Inc. (a)

5,700

145,407

 

574,987

Computers & Peripherals - 2.0%

Hewlett-Packard Co.

22,150

1,051,239

NCR Corp. (a)

12,100

122,815

 

1,174,054

Electronic Equipment & Components - 1.9%

Agilent Technologies, Inc.

6,000

148,440

Amphenol Corp. Class A

1,700

68,204

Arrow Electronics, Inc. (a)

7,800

197,652

Avnet, Inc. (a)

13,200

327,096

Flextronics International Ltd. (a)

24,300

157,464

Tyco Electronics Ltd.

10,275

218,344

 

1,117,200

Internet Software & Services - 0.5%

eBay, Inc. (a)

12,100

269,467

Semiconductors & Semiconductor Equipment - 1.9%

Applied Materials, Inc.

32,300

394,060

ASML Holding NV (NY Shares)

5,300

142,782

Atmel Corp. (a)

24,750

92,070

KLA-Tencor Corp.

3,700

120,287

Lam Research Corp. (a)

7,800

263,016

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

MEMC Electronic Materials, Inc. (a)

3,900

$ 48,438

ON Semiconductor Corp. (a)

4,500

30,105

 

1,090,758

Software - 0.4%

Microsoft Corp.

7,400

205,202

TOTAL INFORMATION TECHNOLOGY

4,431,668

MATERIALS - 3.7%

Chemicals - 1.4%

Albemarle Corp.

7,600

240,008

Celanese Corp. Class A

6,000

164,700

Dow Chemical Co.

16,000

375,680

 

780,388

Construction Materials - 0.4%

HeidelbergCement AG

3,001

179,869

Vulcan Materials Co.

1,505

69,275

 

249,144

Containers & Packaging - 0.6%

Owens-Illinois, Inc. (a)

5,700

181,716

Temple-Inland, Inc.

12,400

191,580

 

373,296

Metals & Mining - 1.3%

AngloGold Ashanti Ltd. sponsored ADR

2,209

82,926

ArcelorMittal SA (NY Shares) Class A

5,000

170,100

Freeport-McMoRan Copper & Gold, Inc.

2,000

146,720

Newcrest Mining Ltd.

7,877

226,347

Steel Dynamics, Inc.

9,400

125,866

 

751,959

TOTAL MATERIALS

2,154,787

TELECOMMUNICATION SERVICES - 3.8%

Diversified Telecommunication Services - 3.4%

AT&T, Inc.

48,337

1,240,811

Qwest Communications International, Inc.

44,000

157,960

Verizon Communications, Inc.

19,050

563,690

 

1,962,461

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

87,300

$ 258,408

TOTAL TELECOMMUNICATION SERVICES

2,220,869

UTILITIES - 4.1%

Electric Utilities - 2.3%

Allegheny Energy, Inc.

2,300

52,486

American Electric Power Co., Inc.

11,600

350,552

Entergy Corp.

3,900

299,208

Exelon Corp.

6,300

295,848

FirstEnergy Corp.

7,600

328,928

 

1,327,022

Independent Power Producers & Energy Traders - 0.6%

AES Corp.

6,800

88,876

Constellation Energy Group, Inc.

2,800

86,576

NRG Energy, Inc. (a)

8,500

195,415

 

370,867

Multi-Utilities - 1.2%

CMS Energy Corp.

13,500

179,550

PG&E Corp.

5,400

220,806

Sempra Energy

5,700

293,265

 

693,621

TOTAL UTILITIES

2,391,510

TOTAL COMMON STOCKS

(Cost $61,784,013)

57,308,404

Convertible Preferred Stocks - 0.2%

 

 

 

 

FINANCIALS - 0.2%

Commercial Banks - 0.2%

Huntington Bancshares, Inc. 8.50%

(Cost $68,810)

92

78,476

Money Market Funds - 2.0%

Shares

Value

Fidelity Cash Central Fund, 0.20% (d)

339,300

$ 339,300

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)

825,000

825,000

TOTAL MONEY MARKET FUNDS

(Cost $1,164,300)

1,164,300

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $63,017,123)

58,551,180

NET OTHER ASSETS - (1.6)%

(894,922)

NET ASSETS - 100%

$ 57,656,258

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(c) Security or a portion of the security is on loan at period end.

(d) 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.

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

$ 2,268

Fidelity Securities Lending Cash Central Fund

4,025

Total

$ 6,293

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at 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 table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,119,533

$ 5,119,533

$ -

$ -

Consumer Staples

2,946,361

2,946,361

-

-

Energy

11,001,141

11,001,141

-

-

Financials

15,740,358

15,645,543

94,815

-

Health Care

6,035,476

6,035,476

-

-

Industrials

5,345,177

5,345,177

-

-

Information Technology

4,431,668

4,431,668

-

-

Materials

2,154,787

1,928,440

226,347

-

Telecommunication Services

2,220,869

2,220,869

-

-

Utilities

2,391,510

2,391,510

-

-

Money Market Funds

1,164,300

1,164,300

-

-

Total Investments in Securities:

$ 58,551,180

$ 58,230,018

$ 321,162

$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

88.8%

Switzerland

3.9%

Ireland

2.1%

Bermuda

1.3%

United Kingdom

1.1%

Others (individually less than 1%)

2.8%

 

100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $37,200,905 of which $22,389,219 and $14,811,686 will expire on October 31, 2016 and 2017, respectively.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $779,900) - See accompanying schedule:

Unaffiliated issuers (cost $61,852,823)

$ 57,386,880

 

Fidelity Central Funds (cost $1,164,300)

1,164,300

 

Total Investments (cost $63,017,123)

 

$ 58,551,180

Cash

17

Receivable for investments sold

257,848

Receivable for fund shares sold

38,857

Dividends receivable

53,144

Distributions receivable from Fidelity Central Funds

114

Prepaid expenses

382

Other receivables

2,614

Total assets

58,904,156

 

 

 

Liabilities

Payable for investments purchased

$ 233,094

Payable for fund shares redeemed

53,453

Accrued management fee

26,257

Distribution fees payable

20,834

Other affiliated payables

19,113

Other payables and accrued expenses

70,147

Collateral on securities loaned, at value

825,000

Total liabilities

1,247,898

 

 

 

Net Assets

$ 57,656,258

Net Assets consist of:

 

Paid in capital

$ 100,662,590

Undistributed net investment income

406,445

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(38,915,974)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(4,496,803)

Net Assets

$ 57,656,258

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($28,585,297 ÷ 3,075,160 shares)

$ 9.30

 

 

 

Maximum offering price per share (100/94.25 of $9.30)

$ 9.87

Class T:
Net Asset Value
and redemption price per share ($20,652,440 ÷ 2,229,001 shares)

$ 9.27

 

 

 

Maximum offering price per share (100/96.50 of $9.27)

$ 9.61

Class B:
Net Asset Value
and offering price per share ($1,989,273 ÷ 216,659 shares)A

$ 9.18

 

 

 

Class C:
Net Asset Value
and offering price per share ($4,087,970 ÷ 448,715 shares)A

$ 9.11

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,341,278 ÷ 250,376 shares)

$ 9.35

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2009

 

 

 

Investment Income

 

 

Dividends

 

$ 1,325,931

Interest

 

351

Income from Fidelity Central Funds

 

6,293

Total income

 

1,332,575

 

 

 

Expenses

Management fee
Basic fee

$ 320,703

Performance adjustment

(83,910)

Transfer agent fees

183,069

Distribution fees

233,127

Accounting and security lending fees

22,277

Custodian fees and expenses

20,348

Independent trustees' compensation

420

Registration fees

56,480

Audit

47,787

Legal

643

Miscellaneous

1,270

Total expenses before reductions

802,214

Expense reductions

(3,225)

798,989

Net investment income (loss)

533,586

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(14,324,191)

Foreign currency transactions

3,632

Total net realized gain (loss)

 

(14,320,559)

Change in net unrealized appreciation (depreciation) on:

Investment securities

18,265,880

Assets and liabilities in foreign currencies

1,383

Total change in net unrealized appreciation (depreciation)

 

18,267,263

Net gain (loss)

3,946,704

Net increase (decrease) in net assets resulting from operations

$ 4,480,290

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2009

Year ended
October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 533,586

$ 1,163,678

Net realized gain (loss)

(14,320,559)

(24,300,512)

Change in net unrealized appreciation (depreciation)

18,267,263

(35,320,155)

Net increase (decrease) in net assets resulting
from operations

4,480,290

(58,456,989)

Distributions to shareholders from net investment income

(1,108,886)

(766,736)

Distributions to shareholders from net realized gain

-

(6,300,337)

Total distributions

(1,108,886)

(7,067,073)

Share transactions - net increase (decrease)

(13,293,951)

(8,614,048)

Total increase (decrease) in net assets

(9,922,547)

(74,138,110)

 

 

 

Net Assets

Beginning of period

67,578,805

141,716,915

End of period (including undistributed net investment income of $406,445 and undistributed net investment income of $873,758, respectively)

$ 57,656,258

$ 67,578,805

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.63

$ 16.40

$ 15.08

$ 13.22

$ 11.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .16

  .13

  .08

  .06

Net realized and unrealized gain (loss)

  .75

  (7.09)

  1.99

  2.15

  1.51

Total from investment operations

  .84

  (6.93)

  2.12

  2.23

  1.57

Distributions from net investment income

  (.17)

  (.12)

  (.09)

  (.04)

  (.04)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.17)

  (.84) G

  (.80)

  (.37)

  (.05)

Net asset value, end of period

$ 9.30

$ 8.63

$ 16.40

$ 15.08

$ 13.22

Total Return A,B

  10.13%

  (44.43)%

  14.64%

  17.20%

  13.40%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.25%

  1.26%

  1.28%

  1.41%

  1.50%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.30%

Expenses net of all reductions

  1.25%

  1.25%

  1.24%

  1.24%

  1.26%

Net investment income (loss)

  1.10%

  1.21%

  .85%

  .54%

  .48%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 28,585

$ 34,864

$ 67,434

$ 15,398

$ 7,121

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.839 per share is comprised of distributions from net investment income of $.117 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.58

$ 16.30

$ 14.99

$ 13.14

$ 11.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .13

  .09

  .04

  .03

Net realized and unrealized gain (loss)

  .75

  (7.06)

  1.97

  2.15

  1.48

Total from investment operations

  .82

  (6.93)

  2.06

  2.19

  1.51

Distributions from net investment income

  (.13)

  (.07)

  (.04)

  (.01)

  (.03)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.13)

  (.79) G

  (.75)

  (.34)

  (.04)

Net asset value, end of period

$ 9.27

$ 8.58

$ 16.30

$ 14.99

$ 13.14

Total Return A,B

  9.90%

  (44.57)%

  14.31%

  16.93%

  12.96%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.49%

  1.53%

  1.65%

  1.72%

Expenses net of fee waivers, if any

  1.50%

  1.49%

  1.50%

  1.50%

  1.55%

Expenses net of all reductions

  1.49%

  1.49%

  1.49%

  1.49%

  1.51%

Net investment income (loss)

  .85%

  .97%

  .60%

  .29%

  .23%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 20,652

$ 22,720

$ 50,998

$ 30,607

$ 21,580

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.790 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.47

$ 16.07

$ 14.81

$ 12.99

$ 11.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .06

  .01

  (.03)

  (.03)

Net realized and unrealized gain (loss)

  .74

  (6.96)

  1.95

  2.13

  1.46

Total from investment operations

  .77

  (6.90)

  1.96

  2.10

  1.43

Distributions from net investment income

  (.06)

  -

  -

  -

  (.02)

Distributions from net realized gain

  -

  (.70)

  (.70)

  (.28)

  (.01)

Total distributions

  (.06)

  (.70) G

  (.70)

  (.28)

  (.03)

Net asset value, end of period

$ 9.18

$ 8.47

$ 16.07

$ 14.81

$ 12.99

Total Return A,B

  9.19%

  (44.80)%

  13.74%

  16.38%

  12.35%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.00%

  2.03%

  2.10%

  2.23%

  2.31%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.05%

Expenses net of all reductions

  2.00%

  2.00%

  1.99%

  1.99%

  2.01%

Net investment income (loss)

  .35%

  .45%

  .10%

  (.21)%

  (.27)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,989

$ 2,615

$ 6,734

$ 5,734

$ 4,240

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.698 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $.698 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.44

$ 16.04

$ 14.80

$ 12.99

$ 11.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .06

  .02

  (.03)

  (.03)

Net realized and unrealized gain (loss)

  .73

  (6.95)

  1.93

  2.13

  1.47

Total from investment operations

  .76

  (6.89)

  1.95

  2.10

  1.44

Distributions from net investment income

  (.09)

  -

  -

  -

  (.02)

Distributions from net realized gain

  -

  (.71)

  (.71)

  (.29)

  (.01)

Total distributions

  (.09)

  (.71) G

  (.71)

  (.29)

  (.03)

Net asset value, end of period

$ 9.11

$ 8.44

$ 16.04

$ 14.80

$ 12.99

Total Return A,B

  9.28%

  (44.84)%

  13.69%

  16.38%

  12.45%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.01%

  2.03%

  2.09%

  2.22%

  2.30%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.05%

Expenses net of all reductions

  2.00%

  2.00%

  1.99%

  1.99%

  2.01%

Net investment income (loss)

  .35%

  .45%

  .10%

  (.21)%

  (.27)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,088

$ 5,358

$ 9,718

$ 7,004

$ 3,892

Portfolio turnover rate E

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Total distributions of $.712 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $.712 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.70

$ 16.51

$ 15.17

$ 13.28

$ 11.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .20

  .17

  .11

  .09

Net realized and unrealized gain (loss)

  .74

  (7.13)

  1.99

  2.18

  1.49

Total from investment operations

  .85

  (6.93)

  2.16

  2.29

  1.58

Distributions from net investment income

  (.20)

  (.15)

  (.11)

  (.07)

  (.04)

Distributions from net realized gain

  -

  (.72)

  (.71)

  (.33)

  (.01)

Total distributions

  (.20)

  (.88) F

  (.82)

  (.40)

  (.05)

Net asset value, end of period

$ 9.35

$ 8.70

$ 16.51

$ 15.17

$ 13.28

Total Return A

  10.26%

  (44.24)%

  14.89%

  17.58%

  13.47%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.00%

  .98%

  1.00%

  1.04%

  1.14%

Expenses net of fee waivers, if any

  1.00%

  .98%

  1.00%

  1.00%

  1.06%

Expenses net of all reductions

  1.00%

  .97%

  .99%

  .99%

  1.02%

Net investment income (loss)

  1.35%

  1.48%

  1.10%

  .79%

  .72%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,341

$ 2,021

$ 6,833

$ 2,201

$ 1,857

Portfolio turnover rate D

  56%

  74%

  76%

  91%

  86%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Total distributions of $.876 per share is comprised of distributions from net investment income of $.154 and distributions from net realized gain of $.722 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Advisor Value Leaders Fund (the Fund) is a fund of Fidelity Advisor Series VIII (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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 Fidelity Management & Research Company (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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 15, 2009, have

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. 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 value.

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 significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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 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 and may include proceeds received from litigation. 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 among 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 by 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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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 foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 5,352,120

Gross unrealized depreciation

(11,562,190)

Net unrealized appreciation (depreciation)

$ (6,210,070)

 

 

Tax Cost

$ 64,761,250

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 435,502

Capital loss carryforward

$ (37,200,905)

Net unrealized appreciation (depreciation)

$ (6,240,930)

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 1,108,886

$ 2,867,867

Long-term Capital Gains

-

4,199,206

Total

$ 1,108,886

$ 7,067,073

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $32,135,797 and $46,117,978, respectively.

Annual Report

5. 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund, as compared to an appropriate benchmark index. The Fund's performance period began on June 1, 2007 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in May 2008. For the period, the total annual management fee rate, including the performance adjustment, was .42% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 72,543

$ 1,599

Class T

.25%

.25%

96,780

0

Class B

.75%

.25%

19,888

14,926

Class C

.75%

.25%

43,916

5,831

 

 

 

$ 233,127

$ 22,356

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 4,077

Class T

1,442

Class B*

4,685

Class C*

1,244

 

$ 11,448

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 94,062

.32

Class T

61,528

.32

Class B

6,385

.32

Class C

14,366

.33

Institutional Class

6,728

.32

 

$ 183,069

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $305 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $4,025.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.25%

$ 958

Class C

2.00%

411

Institutional Class

1.00%

22

 

 

$ 1,391

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,834 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Class A

$ 651,492

$ 490,285

Class T

331,626

212,605

Class B

16,855

-

Class C

58,115

-

Institutional Class

50,798

63,846

Total

$ 1,108,886

$ 766,736

From net realized gain

 

 

Class A

$ -

$ 3,025,522

Class T

-

2,257,342

Class B

-

289,371

Class C

-

428,772

Institutional Class

-

299,330

Total

$ -

$ 6,300,337

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009

2008

2009

2008

Class A

 

 

 

 

Shares sold

726,745

1,245,560

$ 5,639,090

$ 16,725,742

Reinvestment of distributions

83,555

229,648

628,332

3,435,527

Shares redeemed

(1,774,132)

(1,548,314)

(14,305,593)

(19,906,953)

Net increase (decrease)

(963,832)

(73,106)

$ (8,038,171)

$ 254,316

Class T

 

 

 

 

Shares sold

296,628

361,529

$ 2,194,950

$ 4,866,864

Reinvestment of distributions

43,233

159,872

324,683

2,383,698

Shares redeemed

(757,445)

(1,003,715)

(5,709,688)

(12,646,744)

Net increase (decrease)

(417,584)

(482,314)

$ (3,190,055)

$ (5,396,182)

Class B

 

 

 

 

Shares sold

27,365

50,111

$ 212,586

$ 663,922

Reinvestment of distributions

2,093

18,065

15,659

266,998

Shares redeemed

(121,572)

(178,297)

(906,818)

(2,254,840)

Net increase (decrease)

(92,114)

(110,121)

$ (678,573)

$ (1,323,920)

Class C

 

 

 

 

Shares sold

121,314

244,483

$ 940,578

$ 2,743,844

Reinvestment of distributions

6,675

26,400

49,531

388,869

Shares redeemed

(313,856)

(241,995)

(2,497,490)

(2,982,122)

Net increase (decrease)

(185,867)

28,888

$ (1,507,381)

$ 150,591

Institutional Class

 

 

 

 

Shares sold

112,130

113,327

$ 872,885

$ 1,524,666

Reinvestment of distributions

6,216

23,109

46,931

347,565

Shares redeemed

(100,375)

(317,920)

(799,587)

(4,171,084)

Net increase (decrease)

17,971

(181,484)

$ 120,229

$ (2,298,853)

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series VIII and the Shareholders of Fidelity Advisor Value Leaders Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Value Leaders Fund (a fund of Fidelity Advisor Series VIII) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Value Leaders Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 15, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, 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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member 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.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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 Occupation

Edward C. Johnson 3d (79)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.

* 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.

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 Occupation

Dennis J. Dirks (61)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (65)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (65)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (70)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (60)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (65)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Bruce T. Herring (44)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as 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).

William C. Coffey (40)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent 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 (51)

 

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).

Kenneth A. Rathgeber (62)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

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, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (42)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

John R. Hebble (51)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (51)

 

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).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Advisor Value Leaders Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/07/09

12/04/09

$.112

$.005

Institutional Class designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividend 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor Value Leaders 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 throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, 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 various 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 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 ultimately 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 and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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 competitors to Fidelity, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered 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.

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, 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 Advisers' 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 use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

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 for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Value Leaders Fund

fid5398

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Class A through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the 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.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 11% means that 89% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Advisor Value Leaders Fund

fid5400

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2008 represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of 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 total expenses of each of Class A, Class B, and Institutional Class ranked below its competitive median for 2008, the total expenses of Class C ranked equal to its competitive median for 2008, and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing 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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any 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 determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

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 created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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 recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for 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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments
(Japan) Limited

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

Brown Brothers Harriman & Company

Boston, MA

AVLFI-UANN-1209
1.793580.106

fid5197

Item 2. Code of Ethics

As of the end of the period, October 31, 2009, Fidelity Advisor Series VIII (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 Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello 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 Advisor Emerging Markets Fund, Fidelity Advisor Europe Capital Appreciation Fund, and Fidelity Advisor International Capital Appreciation Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Emerging Markets Fund

$42,000

$-

$6,600

$-

Fidelity Advisor Europe Capital Appreciation Fund

$38,000

$-

$5,600

$-

Fidelity Advisor International Capital Appreciation Fund

$52,000

$-

$6,600

$-

October 31, 2008 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Emerging Markets Fund

$42,000

$-

$6,600

$-

Fidelity Advisor Europe Capital Appreciation Fund

$38,000

$-

$5,600

$-

Fidelity Advisor International Capital Appreciation Fund

$51,000

$-

$6,600

$-

A Amounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Advisor Diversified International Fund, Fidelity Advisor Emerging Asia Fund, Fidelity Advisor Global Capital Appreciation Fund, Fidelity Advisor Japan Fund, Fidelity Advisor Latin America Fund, Fidelity Advisor Overseas Fund, and Fidelity Advisor Value Leaders Fund (the "Funds"):

Services Billed by PwC

October 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Diversified International Fund

$65,000

$-

$8,800

$5,100

Fidelity Advisor Emerging Asia Fund

$61,000

$-

$12,300

$1,600

Fidelity Advisor Global Capital Appreciation Fund

$44,000

$-

$9,800

$1,400

Fidelity Advisor Japan Fund

$47,000

$-

$5,000

$1,400

Fidelity Advisor Latin America Fund

$47,000

$-

$5,000

$1,500

Fidelity Advisor Overseas Fund

$61,000

$-

$5,200

$2,200

Fidelity Advisor Value Leaders Fund

$41,000

$-

$5,200

$1,500

October 31, 2008 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Diversified International Fund

$68,000

$-

$20,100

$10,300

Fidelity Advisor Emerging Asia Fund

$81,000

$-

$28,200

$1,700

Fidelity Advisor Global Capital Appreciation Fund

$40,000

$-

$11,700

$1,500

Fidelity Advisor Japan Fund

$43,000

$-

$8,300

$1,500

Fidelity Advisor Latin America Fund

$43,000

$-

$5,600

$1,700

Fidelity Advisor Overseas Fund

$64,000

$-

$5,600

$2,500

Fidelity Advisor Value Leaders Fund

$37,000

$-

$4,400

$1,500

A Amounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2009A

October 31, 2008A

Audit-Related Fees

$685,000

$745,000

Tax Fees

$2,000

$-

All Other Fees

$215,000

$470,000B

A Amounts may reflect rounding.

B Reflects current period presentation.

Services Billed by PwC

 

October 31, 2009A

October 31, 2008A

Audit-Related Fees

$2,825,000

$2,295,000B

Tax Fees

$2,000

$-

All Other Fees

$-

$-B

A Amounts may reflect rounding.

B Reflects current period presentation.

"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 PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2009 A

October 31, 2008 A

PwC

$3,520,000

$3,210,000B

Deloitte Entities

$965,000

$1,405,000

A Amounts may reflect rounding.

B Reflects current period presentation.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Advisor Series VIII

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 29, 2009

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/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 29, 2009

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 29, 2009