N-CSRS 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:

April 30, 2012

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Diversified International
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,053.40

$ 6.74

HypotheticalA

 

$ 1,000.00

$ 1,018.30

$ 6.62

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,052.40

$ 8.06

HypotheticalA

 

$ 1,000.00

$ 1,017.01

$ 7.92

Class B

2.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.80

$ 10.60

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.42

Class C

2.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.80

$ 10.50

HypotheticalA

 

$ 1,000.00

$ 1,014.62

$ 10.32

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.70

$ 5.11

HypotheticalA

 

$ 1,000.00

$ 1,019.89

$ 5.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.1

4.3

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

2.6

1.9

BHP Billiton Ltd. sponsored ADR (Australia, Metals & Mining)

2.1

2.1

Sanofi SA (France, Pharmaceuticals)

1.9

1.0

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

1.8

1.7

 

11.5

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

16.1

16.4

Financials

15.1

15.7

Consumer Staples

12.7

10.6

Health Care

10.6

8.4

Information Technology

10.6

9.8

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

17.9

18.2

Japan

15.7

14.5

Germany

8.1

8.4

France

7.3

7.0

United States of America

4.5

5.2

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 95.6%

 

ade15

Stocks 97.7%

 

ade18

Other Investments 0.0%*

 

ade18

Other Investments 0.0%*

 

ade21

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.4%

 

ade21

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.3%

 

ade24

* Amount represents less than 0.1%.

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value (000s)

Australia - 3.9%

Australia & New Zealand Banking Group Ltd.

398,674

$ 9,931

BHP Billiton Ltd. sponsored ADR (d)

590,236

43,855

Iluka Resources Ltd.

236,843

4,195

Newcrest Mining Ltd.

562,428

15,411

Origin Energy Ltd.

328,926

4,544

Spark Infrastructure Group unit

1,390,264

2,100

WorleyParsons Ltd.

83,479

2,457

TOTAL AUSTRALIA

82,493

Bailiwick of Guernsey - 1.0%

Amdocs Ltd. (a)

135,100

4,323

Resolution Ltd.

4,422,382

16,064

TOTAL BAILIWICK OF GUERNSEY

20,387

Bailiwick of Jersey - 1.5%

Experian PLC

836,500

13,204

Randgold Resources Ltd. sponsored ADR

42,200

3,762

Shire PLC

92,900

3,028

WPP PLC

833,870

11,293

TOTAL BAILIWICK OF JERSEY

31,287

Belgium - 1.7%

Anheuser-Busch InBev SA NV (d)

506,331

36,497

Bermuda - 1.0%

Assured Guaranty Ltd.

290,700

4,122

Clear Media Ltd.

11,132,000

6,787

Li & Fung Ltd.

4,432,000

9,482

TOTAL BERMUDA

20,391

Brazil - 1.7%

Anhanguera Educacional Participacoes SA

262,200

3,486

Banco Bradesco SA (PN) sponsored ADR

66,800

1,071

BR Malls Participacoes SA

189,300

2,352

Drogasil SA

327,124

3,525

Estacio Participacoes SA

210,300

2,626

Itau Unibanco Banco Multiplo SA sponsored ADR

257,748

4,044

Kroton Educacional SA unit (a)

128,700

1,877

Qualicorp SA

447,000

3,893

Souza Cruz Industria e Comercio

330,700

5,151

T4F Entretenimento SA

212,800

1,945

Common Stocks - continued

Shares

Value (000s)

Brazil - continued

Telefonica Brasil SA sponsored ADR

149,935

$ 4,269

Tractebel Energia SA

181,600

3,130

TOTAL BRAZIL

37,369

British Virgin Islands - 0.4%

Arcos Dorados Holdings, Inc.

177,300

3,168

Mail.ru Group Ltd. GDR (Reg. S) (a)

105,400

4,559

TOTAL BRITISH VIRGIN ISLANDS

7,727

Canada - 3.8%

ARC Resources Ltd.

44,400

914

Bonavista Energy Corp. (d)

61,000

1,101

Canadian Natural Resources Ltd.

261,400

9,083

Fairfax Financial Holdings Ltd. (sub. vtg.)

14,900

6,109

Goldcorp, Inc.

172,400

6,603

Ivanhoe Mines Ltd. (a)

356,460

4,161

Niko Resources Ltd.

146,300

6,165

Open Text Corp. (a)

92,500

5,186

Painted Pony Petroleum Ltd. (a)(e)

170,900

1,379

Painted Pony Petroleum Ltd. Class A (a)

847,700

6,840

Penn West Petroleum Ltd. (d)

100,800

1,728

Petrobank Energy & Resources Ltd. (a)

267,200

3,830

Petrominerales Ltd. (d)

250,614

3,666

Potash Corp. of Saskatchewan, Inc.

244,900

10,413

Suncor Energy, Inc.

249,100

8,229

Tourmaline Oil Corp. (a)

150,000

3,616

Uranium One, Inc. (a)(d)

1,000,800

2,908

TOTAL CANADA

81,931

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

87,300

11,585

Biostime International Holdings Ltd.

29,000

84

Golden Eagle Retail Group Ltd. (H Shares)

478,000

1,254

Haitian International Holdings Ltd.

3,153,000

3,629

Hengan International Group Co. Ltd.

861,500

9,122

HiSoft Technology International Ltd. ADR (a)(d)

178,100

2,533

NVC Lighting Holdings Ltd.

4,004,000

1,455

Sands China Ltd.

755,600

2,970

TOTAL CAYMAN ISLANDS

32,632

China - 0.1%

Weichai Power Co. Ltd. (H Shares)

395,000

1,861

Common Stocks - continued

Shares

Value (000s)

Curacao - 0.5%

Schlumberger Ltd.

158,000

$ 11,714

Denmark - 3.2%

Danske Bank A/S (a)

137,133

2,227

Novo Nordisk A/S Series B

381,208

56,204

William Demant Holding A/S (a)

108,835

10,274

TOTAL DENMARK

68,705

Finland - 0.1%

Nokian Tyres PLC

46,300

2,196

France - 7.3%

Arkema SA

52,600

4,659

Atos Origin SA

35,000

2,254

AXA SA

557,200

7,893

BNP Paribas SA

307,100

12,338

Bureau Veritas SA

74,100

6,603

Danone SA

120,700

8,492

Edenred SA

111,510

3,562

Essilor International SA

144,839

12,758

JC Decaux SA

128,200

3,638

LVMH Moet Hennessy - Louis Vuitton SA (d)

115,974

19,214

PPR SA (d)

159,400

26,662

Publicis Groupe SA

123,600

6,375

Sanofi SA

548,930

41,931

TOTAL FRANCE

156,379

Germany - 6.8%

adidas AG

139,100

11,601

Allianz AG

93,617

10,432

BASF AG (d)

256,914

21,151

Bayer AG (d)

280,552

19,762

Deutsche Boerse AG

80,700

5,067

Deutsche Post AG

288,869

5,392

ElringKlinger AG

81,300

2,354

Fresenius Medical Care AG & Co. KGaA

138,900

9,864

Fresenius SE

130,800

13,056

Kabel Deutschland Holding AG

33,300

2,098

Linde AG

111,047

19,008

SAP AG

317,830

21,078

Siemens AG

57,235

5,313

TOTAL GERMANY

146,176

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.2%

AIA Group Ltd.

3,326,800

$ 11,834

China Mobile Ltd. sponsored ADR

116,500

6,447

Galaxy Entertainment Group Ltd. (a)

815,000

2,547

Henderson Land Development Co. Ltd.

998,325

5,687

TOTAL HONG KONG

26,515

India - 1.8%

Axis Bank Ltd.

154,359

3,244

Bajaj Auto Ltd.

77,063

2,377

Cummins India Ltd.

309,088

2,831

Dr. Reddy's Laboratories Ltd.

15,851

531

HDFC Bank Ltd.

1,169,785

12,053

Housing Development Finance Corp. Ltd.

602,905

7,711

ITC Ltd.

682,786

3,183

Lupin Ltd.

94,586

992

Mahindra & Mahindra Financial Services Ltd.

231,785

3,047

Shriram Transport Finance Co. Ltd.

201,979

2,196

TOTAL INDIA

38,165

Ireland - 0.4%

Accenture PLC Class A

102,100

6,631

Elan Corp. PLC sponsored ADR (a)

164,100

2,263

TOTAL IRELAND

8,894

Isle of Man - 0.0%

3Legs Resources PLC

645,100

597

Italy - 2.1%

ENI SpA

275,600

6,124

Fiat Industrial SpA

1,562,300

17,724

Prada SpA

701,200

4,763

Saipem SpA

324,940

16,053

TOTAL ITALY

44,664

Japan - 15.7%

ABC-Mart, Inc.

111,600

4,064

Aeon Credit Service Co. Ltd.

509,400

8,881

Aozora Bank Ltd.

1,525,000

3,912

Calbee, Inc. (d)

119,900

7,256

Canon, Inc.

45,400

2,058

Cosmos Pharmaceutical Corp.

151,100

8,472

Denso Corp.

133,000

4,301

Dentsu, Inc.

73,900

2,269

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Don Quijote Co. Ltd.

252,800

$ 9,273

Fanuc Corp.

77,200

13,021

Fast Retailing Co. Ltd.

10,800

2,414

Hitachi Ltd.

4,517,000

28,772

Honda Motor Co. Ltd. sponsored ADR

725,306

26,140

Hoya Corp.

238,700

5,475

Itochu Corp.

1,186,600

13,426

Japan Tobacco, Inc.

5,297

29,346

JSR Corp.

464,500

9,168

KDDI Corp.

992

6,494

Keyence Corp.

66,100

15,602

Mitsubishi UFJ Financial Group, Inc.

1,900,000

9,123

Nikon Corp.

110,100

3,263

Nippon Telegraph & Telephone Corp.

94,400

4,271

Nitto Denko Corp.

56,600

2,323

ORIX Corp.

302,240

28,899

Rakuten, Inc.

23,901

26,660

Seven & i Holdings Co., Ltd.

430,000

13,017

Seven Bank Ltd.

1,121,800

2,772

SHIMANO, Inc.

103,800

6,826

SMC Corp.

69,900

11,674

SOFTBANK CORP.

336,800

10,053

Sumitomo Mitsui Financial Group, Inc.

131,900

4,221

Toray Industries, Inc.

423,000

3,252

Unicharm Corp.

79,000

4,420

Yahoo! Japan Corp.

15,024

4,509

TOTAL JAPAN

335,627

Korea (South) - 2.4%

Amorepacific Corp.

4,423

4,246

Hyundai Motor Co.

27,035

6,423

LG Household & Health Care Ltd.

5,491

2,881

Orion Corp.

22,683

18,024

Samsung Electronics Co. Ltd.

16,654

20,484

TOTAL KOREA (SOUTH)

52,058

Luxembourg - 0.3%

Samsonite International SA

3,334,500

6,464

Mexico - 0.8%

America Movil SAB de CV Series L sponsored ADR

295,900

7,886

Wal-Mart de Mexico SA de CV Series V

2,922,900

8,357

TOTAL MEXICO

16,243

Common Stocks - continued

Shares

Value (000s)

Netherlands - 1.7%

AEGON NV

2,504,000

$ 11,648

ASML Holding NV (Netherlands) (d)

148,900

7,577

Gemalto NV

119,179

8,881

NXP Semiconductors NV (a)

150,200

3,883

Unilever NV (Certificaten Van Aandelen) (Bearer)

140,900

4,827

TOTAL NETHERLANDS

36,816

Norway - 1.4%

DnB NOR ASA (d)

350,799

3,782

Storebrand ASA (A Shares)

600,000

2,697

Telenor ASA

1,221,800

22,462

TOTAL NORWAY

28,941

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

864,317

3,418

South Africa - 0.8%

Foschini Ltd.

165,400

2,739

Life Healthcare Group Holdings Ltd.

641,500

2,217

Naspers Ltd. Class N

74,900

4,511

Shoprite Holdings Ltd.

255,500

4,415

Tiger Brands Ltd.

82,000

3,005

TOTAL SOUTH AFRICA

16,887

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

707,207

4,786

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

707,162

101

Grifols SA ADR (d)

940,690

8,899

Inditex SA (d)

281,513

25,323

Prosegur Compania de Seguridad SA (Reg.)

167,986

9,593

Repsol YPF SA

305,893

5,851

TOTAL SPAIN

54,553

Sweden - 0.9%

H&M Hennes & Mauritz AB (B Shares)

125,563

4,314

Svenska Handelsbanken AB (A Shares)

103,200

3,344

Swedbank AB (A Shares)

414,600

6,866

Swedish Match Co. AB

115,400

4,691

TOTAL SWEDEN

19,215

Switzerland - 4.2%

Clariant AG (Reg.)

178,215

2,266

Kuehne & Nagel International AG

51,630

6,275

Nestle SA

531,289

32,549

Common Stocks - continued

Shares

Value (000s)

Switzerland - continued

Roche Holding AG (participation certificate)

48,529

$ 8,866

SGS SA (Reg.)

1,650

3,187

Syngenta AG (Switzerland)

37,300

13,082

UBS AG

1,130,550

14,120

Zurich Financial Services AG

37,441

9,159

TOTAL SWITZERLAND

89,504

Taiwan - 0.9%

HIWIN Technologies Corp.

223,000

2,119

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,142,600

17,802

TOTAL TAIWAN

19,921

United Kingdom - 17.9%

Aegis Group PLC

1,675,600

4,833

Aggreko PLC

45,000

1,644

Anglo American PLC (United Kingdom)

268,600

10,324

Barclays PLC

4,201,124

14,875

BG Group PLC

862,392

20,303

British American Tobacco PLC sponsored ADR

171,500

17,651

Burberry Group PLC

354,800

8,552

Capita Group PLC

590,000

6,349

Compass Group PLC

213,400

2,231

Diageo PLC

168,843

4,259

Domino Printing Sciences PLC

229,900

2,235

Filtrona PLC

658,900

4,967

GlaxoSmithKline PLC

1,444,700

33,379

Hikma Pharmaceuticals PLC

192,188

1,959

HSBC Holdings PLC sponsored ADR

650,700

29,392

Imperial Tobacco Group PLC

282,905

11,314

Inchcape PLC

1,245,692

7,398

Intertek Group PLC

234,300

9,564

ITV PLC

3,103,700

4,216

Meggitt PLC

748,900

4,965

National Grid PLC

217,000

2,344

Next PLC

323,500

15,379

Ocado Group PLC (a)(d)

531,200

1,119

Pearson PLC

296,500

5,586

Pz Cussons PLC Class L

250,100

1,349

Reckitt Benckiser Group PLC

387,413

22,555

Rolls-Royce Group PLC

1,411,300

18,864

Royal Dutch Shell PLC Class B

1,808,432

66,189

Standard Chartered PLC (United Kingdom)

266,827

6,522

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Taylor Wimpey PLC

2,688,800

$ 2,193

Travis Perkins PLC

126,400

2,154

Vodafone Group PLC sponsored ADR

1,363,300

37,941

TOTAL UNITED KINGDOM

382,605

United States of America - 4.5%

Apple, Inc. (a)

34,700

20,273

Beam, Inc.

55,600

3,157

Citigroup, Inc.

423,280

13,985

Cobalt International Energy, Inc. (a)

41,100

1,100

Cognizant Technology Solutions Corp. Class A (a)

66,700

4,890

Dolby Laboratories, Inc. Class A (a)

55,900

2,193

Facebook, Inc. Class B (f)

131,847

4,057

JPMorgan Chase & Co.

197,202

8,476

MasterCard, Inc. Class A

9,940

4,496

Motorola Solutions, Inc.

47,000

2,398

Newmont Mining Corp.

62,400

2,973

Noble Energy, Inc.

75,600

7,509

Polycom, Inc. (a)

275,000

3,649

PriceSmart, Inc.

4,200

347

SanDisk Corp. (a)

176,100

6,517

Schweitzer-Mauduit International, Inc.

41,345

2,804

Splunk, Inc.

46,700

1,585

ViroPharma, Inc. (a)

107,100

2,329

Yum! Brands, Inc.

31,400

2,284

TOTAL UNITED STATES OF AMERICA

95,022

TOTAL COMMON STOCKS

(Cost $1,788,741)


2,013,854

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

256,500

6,513

Volkswagen AG (d)

111,000

21,027

TOTAL GERMANY

27,540

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

149,597,800

243

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $16,514)


27,783

Master Notes - 0.0%

 

Principal
Amount (000s)

Value (000s)

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (f)
(Cost $15)

$ 14

$ 14

Money Market Funds - 13.6%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

74,884,868

74,885

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

214,876,848

214,877

TOTAL MONEY MARKET FUNDS

(Cost $289,762)


289,762

TOTAL INVESTMENT PORTFOLIO - 109.2%

(Cost $2,095,032)

2,331,413

NET OTHER ASSETS (LIABILITIES) - (9.2)%

(197,093)

NET ASSETS - 100%

$ 2,134,320

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,379,000 or 0.1% of net assets.

(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 $4,071,000 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Facebook, Inc. Class B

3/31/11

$ 3,296

OZ Optics Ltd. 5% 11/5/14

11/5/10

$ 15

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

$ 25

Fidelity Securities Lending Cash Central Fund

455

Total

$ 480

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 345,028

$ 269,079

$ 75,949

$ -

Consumer Staples

273,647

202,050

71,597

-

Energy

191,900

119,587

72,313

-

Financials

318,401

203,111

115,290

-

Health Care

228,312

83,375

144,937

-

Industrials

167,090

123,656

43,434

-

Information Technology

225,485

143,934

77,494

4,057

Materials

184,377

156,552

27,825

-

Telecommunication Services

99,823

79,005

20,818

-

Utilities

7,574

5,230

2,344

-

Master Notes

14

-

-

14

Money Market Funds

289,762

289,762

-

-

Total Investments in Securities:

$ 2,331,413

$ 1,675,341

$ 652,001

$ 4,071

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

$ 3,310

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

761

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 4,071

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ 761

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $202,097) - See accompanying schedule:

Unaffiliated issuers (cost $1,805,270)

$ 2,041,651

 

Fidelity Central Funds (cost $289,762)

289,762

 

Total Investments (cost $2,095,032)

 

$ 2,331,413

Foreign currency held at value (cost $440)

439

Receivable for investments sold

22,105

Receivable for fund shares sold

2,083

Dividends receivable

10,162

Interest receivable

1

Distributions receivable from Fidelity Central Funds

327

Prepaid expenses

2

Other receivables

237

Total assets

2,366,769

 

 

 

Liabilities

Payable for investments purchased

$ 5,347

Payable for fund shares redeemed

7,216

Accrued management fee

1,257

Distribution and service plan fees payable

606

Other affiliated payables

565

Other payables and accrued expenses

2,581

Collateral on securities loaned, at value

214,877

Total liabilities

232,449

 

 

 

Net Assets

$ 2,134,320

Net Assets consist of:

 

Paid in capital

$ 4,922,228

Undistributed net investment income

8,454

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

(3,030,472)

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

234,110

Net Assets

$ 2,134,320

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price  

Class A:
Net Asset Value
and redemption price per share ($819,013 ÷ 53,952 shares)

$ 15.18

 

 

 

Maximum offering price per share (100/94.25 of $15.18)

$ 16.11

Class T:
Net Asset Value
and redemption price per share ($343,087 ÷ 22,772 shares)

$ 15.07

 

 

 

Maximum offering price per share (100/96.50 of $15.07)

$ 15.62

Class B:
Net Asset Value
and offering price per share ($74,631 ÷ 5,120 shares)A

$ 14.58

 

 

 

Class C:
Net Asset Value
and offering price per share ($271,106 ÷ 18,582 shares)A

$ 14.59

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($626,483 ÷ 40,642 shares)

$ 15.41

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 26,677

Income from Fidelity Central Funds

 

480

Income before foreign taxes withheld

 

27,157

Less foreign taxes withheld

 

(1,755)

Total income

 

25,402

 

 

 

Expenses

Management fee

$ 7,801

Transfer agent fees

2,989

Distribution and service plan fees

3,776

Accounting and security lending fees

489

Custodian fees and expenses

153

Independent trustees' compensation

7

Registration fees

98

Audit

45

Legal

5

Miscellaneous

11

Total expenses before reductions

15,374

Expense reductions

(169)

15,205

Net investment income (loss)

10,197

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

24,766

Foreign currency transactions

(314)

Total net realized gain (loss)

 

24,452

Change in net unrealized appreciation (depreciation) on:

Investment securities

70,174

Assets and liabilities in foreign currencies

103

Total change in net unrealized appreciation (depreciation)

 

70,277

Net gain (loss)

94,729

Net increase (decrease) in net assets resulting from operations

$ 104,926

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

Semiannual Report

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 10,197

$ 43,005

Net realized gain (loss)

24,452

251,468

Change in net unrealized appreciation (depreciation)

70,277

(392,112)

Net increase (decrease) in net assets resulting
from operations

104,926

(97,639)

Distributions to shareholders from net investment income

(28,136)

(45,397)

Distributions to shareholders from net realized gain

-

(8,026)

Total distributions

(28,136)

(53,423)

Share transactions - net increase (decrease)

(381,064)

(1,225,390)

Redemption fees

20

65

Total increase (decrease) in net assets

(304,254)

(1,376,387)

 

 

 

Net Assets

Beginning of period

2,438,574

3,814,961

End of period (including undistributed net investment income of $8,454 and undistributed net investment income of $26,393, respectively)

$ 2,134,320

$ 2,438,574

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.61

$ 15.63

$ 14.25

$ 12.57

$ 26.62

$ 23.42

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

  .22 H

  .14

  .17

  .36

  .31

Net realized and unrealized gain (loss)

  .69

  (1.01)

  1.44

  1.96

  (11.15)

  4.69

Total from investment operations

  .76

  (.79)

  1.58

  2.13

  (10.79)

  5.00

Distributions from net investment income

  (.19)

  (.20)

  (.19)

  (.45)

  (.24)

  (.23)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.19)

  (.23)

  (.20)

  (.45)

  (3.26)

  (1.80)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.18

$ 14.61

$ 15.63

$ 14.25

$ 12.57

$ 26.62

Total Return B, C, D

  5.34%

  (5.15)%

  11.17%

  18.16%

  (45.95)%

  22.76%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.32% A

  1.31%

  1.32%

  1.34%

  1.26%

  1.25%

Expenses net of fee waivers, if any

  1.32% A

  1.31%

  1.32%

  1.34%

  1.26%

  1.25%

Expenses net of all reductions

  1.31% A

  1.29%

  1.30%

  1.31%

  1.22%

  1.21%

Net investment income (loss)

  1.00% A

  1.38% H

  .95%

  1.43%

  1.80%

  1.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 819

$ 916

$ 1,302

$ 1,662

$ 2,004

$ 5,774

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .98%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.46

$ 15.47

$ 14.11

$ 12.42

$ 26.30

$ 23.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

  .18 H

  .10

  .14

  .31

  .25

Net realized and unrealized gain (loss)

  .70

  (.99)

  1.43

  1.94

  (11.01)

  4.63

Total from investment operations

  .75

  (.81)

  1.53

  2.08

  (10.70)

  4.88

Distributions from net investment income

  (.14)

  (.16)

  (.16)

  (.39)

  (.16)

  (.18)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.14)

  (.20) K

  (.17)

  (.39)

  (3.18)

  (1.75)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.07

$ 14.46

$ 15.47

$ 14.11

$ 12.42

$ 26.30

Total Return B, C, D

  5.24%

  (5.35)%

  10.88%

  17.84%

  (46.04)%

  22.43%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.58% A

  1.55%

  1.55%

  1.58%

  1.49%

  1.47%

Expenses net of fee waivers, if any

  1.58% A

  1.55%

  1.55%

  1.58%

  1.49%

  1.47%

Expenses net of all reductions

  1.56% A

  1.53%

  1.53%

  1.55%

  1.44%

  1.43%

Net investment income (loss)

  .74% A

  1.14% H

  .71%

  1.19%

  1.57%

  1.04%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 343

$ 404

$ 621

$ 832

$ 1,110

$ 3,569

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .74%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $.20 per share is comprised of distributions from net investment income of $.164 and distributions from net realized gain of $.034 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.91

$ 14.91

$ 13.61

$ 11.95

$ 25.44

$ 22.46

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .09 H

  .02

  .08

  .18

  .10

Net realized and unrealized gain (loss)

  .67

  (.96)

  1.38

  1.88

  (10.62)

  4.50

Total from investment operations

  .69

  (.87)

  1.40

  1.96

  (10.44)

  4.60

Distributions from net investment income

  (.02)

  (.10)

  (.09)

  (.30)

  (.03)

  (.05)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.02)

  (.13)

  (.10)

  (.30)

  (3.05)

  (1.62)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.58

$ 13.91

$ 14.91

$ 13.61

$ 11.95

$ 25.44

Total Return B, C, D

  4.98%

  (5.89)%

  10.34%

  17.25%

  (46.39)%

  21.73%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.08% A

  2.08%

  2.09%

  2.10%

  2.08%

  2.08%

Expenses net of fee waivers, if any

  2.08% A

  2.08%

  2.09%

  2.10%

  2.08%

  2.08%

Expenses net of all reductions

  2.07% A

  2.06%

  2.07%

  2.07%

  2.04%

  2.04%

Net investment income (loss)

  .24% A

  .61% H

  .18%

  .67%

  .97%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 75

$ 94

$ 157

$ 191

$ 221

$ 559

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .21%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.95

$ 14.95

$ 13.65

$ 11.98

$ 25.50

$ 22.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .10 H

  .03

  .08

  .20

  .12

Net realized and unrealized gain (loss)

  .67

  (.96)

  1.38

  1.89

  (10.64)

  4.50

Total from investment operations

  .69

  (.86)

  1.41

  1.97

  (10.44)

  4.62

Distributions from net investment income

  (.05)

  (.11)

  (.10)

  (.30)

  (.06)

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.05)

  (.14)

  (.11)

  (.30)

  (3.08)

  (1.65)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.59

$ 13.95

$ 14.95

$ 13.65

$ 11.98

$ 25.50

Total Return B, C, D

  4.98%

  (5.83)%

  10.32%

  17.24%

  (46.33)%

  21.81%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.06% A

  2.05%

  2.06%

  2.09%

  2.01%

  2.00%

Expenses net of fee waivers, if any

  2.06% A

  2.05%

  2.06%

  2.09%

  2.01%

  2.00%

Expenses net of all reductions

  2.05% A

  2.03%

  2.04%

  2.06%

  1.97%

  1.96%

Net investment income (loss)

  .26% A

  .64% H

  .21%

  .68%

  1.04%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 271

$ 302

$ 419

$ 502

$ 618

$ 1,673

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .24%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.87

$ 15.90

$ 14.48

$ 12.81

$ 27.06

$ 23.78

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .10

  .28 G

  .19

  .21

  .41

  .38

Net realized and unrealized gain (loss)

  .69

  (1.03)

  1.47

  1.98

  (11.34)

  4.76

Total from investment operations

  .79

  (.75)

  1.66

  2.19

  (10.93)

  5.14

Distributions from net investment income

  (.25)

  (.25)

  (.23)

  (.52)

  (.30)

  (.29)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.25)

  (.28)

  (.24)

  (.52)

  (3.32)

  (1.86)

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.41

$ 14.87

$ 15.90

$ 14.48

$ 12.81

$ 27.06

Total Return B, C

  5.47%

  (4.85)%

  11.55%

  18.45%

  (45.79)%

  23.07%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.00% A

  .99%

  .99%

  1.07%

  .99%

  .98%

Expenses net of fee waivers, if any

  1.00% A

  .99%

  .99%

  1.07%

  .99%

  .98%

Expenses net of all reductions

  .99% A

  .97%

  .97%

  1.04%

  .94%

  .94%

Net investment income (loss)

  1.32% A

  1.70% G

  1.28%

  1.70%

  2.07%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 626

$ 723

$ 1,316

$ 1,540

$ 2,235

$ 5,266

Portfolio turnover rate F

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.30%. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC web site or upon request.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For master notes, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are

Semiannual Report

3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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 trustee 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

$ 367,811

Gross unrealized depreciation

(148,588)

Net unrealized appreciation (depreciation) on securities and other investments

$ 219,223

 

 

Tax cost

$ 2,112,190

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (3,034,664)

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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 $372,637 and $807,783, 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 an annualized 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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,055

$ 19

Class T

.25%

.25%

912

5

Class B

.75%

.25%

418

314

Class C

.75%

.25%

1,391

49

 

 

 

$ 3,776

$ 387

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 65

Class T

19

Class B*

67

Class C*

5

 

$ 156

* 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 1,231

.29

Class T

542

.30

Class B

127

.30

Class C

390

.28

Institutional Class

699

.22

 

$ 2,989

 

* Annualized

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 each 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 $2 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $455. During the period, there were no securities loaned to FCM.

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 $169 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 11,830

$ 15,976

Class T

3,677

6,296

Class B

137

993

Class C

1,044

2,886

Institutional Class

11,448

19,246

Total

$ 28,136

$ 45,397

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders - continued

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net realized gain

 

 

Class A

$ -

$ 2,738

Class T

-

1,311

Class B

-

343

Class C

-

927

Institutional Class

-

2,707

Total

$ -

$ 8,026

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

3,454

9,002

$ 50,381

$ 142,807

Reinvestment of distributions

768

1,034

10,735

16,424

Shares redeemed

(12,944)

(30,677)

(186,723)

(486,880)

Net increase (decrease)

(8,722)

(20,641)

$ (125,607)

$ (327,649)

Class T

 

 

 

 

Shares sold

1,030

2,789

$ 14,822

$ 43,918

Reinvestment of distributions

246

447

3,415

7,039

Shares redeemed

(6,444)

(15,458)

(92,458)

(243,511)

Net increase (decrease)

(5,168)

(12,222)

$ (74,221)

$ (192,554)

Class B

 

 

 

 

Shares sold

14

58

$ 201

$ 888

Reinvestment of distributions

9

75

118

1,145

Shares redeemed

(1,625)

(3,940)

(22,818)

(60,055)

Net increase (decrease)

(1,602)

(3,807)

$ (22,499)

$ (58,022)

Class C

 

 

 

 

Shares sold

432

1,225

$ 6,008

$ 18,824

Reinvestment of distributions

60

191

813

2,917

Shares redeemed

(3,550)

(7,773)

(49,214)

(118,247)

Net increase (decrease)

(3,058)

(6,357)

$ (42,393)

$ (96,506)

Semiannual Report

11. Share Transactions - continued

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Institutional Class

 

 

 

 

Shares sold

5,072

10,009

$ 74,037

$ 160,916

Reinvestment of distributions

640

1,047

9,062

16,863

Shares redeemed

(13,718)

(45,174)

(199,443)

(728,438)

Net increase (decrease)

(8,006)

(34,118)

$ (116,344)

$ (550,659)

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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

State Street Bank and Trust Company

Quincy, MA

ADIF-USAN-0612
1.784871.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Diversified International
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,053.40

$ 6.74

HypotheticalA

 

$ 1,000.00

$ 1,018.30

$ 6.62

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,052.40

$ 8.06

HypotheticalA

 

$ 1,000.00

$ 1,017.01

$ 7.92

Class B

2.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.80

$ 10.60

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.42

Class C

2.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.80

$ 10.50

HypotheticalA

 

$ 1,000.00

$ 1,014.62

$ 10.32

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.70

$ 5.11

HypotheticalA

 

$ 1,000.00

$ 1,019.89

$ 5.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.1

4.3

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

2.6

1.9

BHP Billiton Ltd. sponsored ADR (Australia, Metals & Mining)

2.1

2.1

Sanofi SA (France, Pharmaceuticals)

1.9

1.0

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

1.8

1.7

 

11.5

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

16.1

16.4

Financials

15.1

15.7

Consumer Staples

12.7

10.6

Health Care

10.6

8.4

Information Technology

10.6

9.8

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

17.9

18.2

Japan

15.7

14.5

Germany

8.1

8.4

France

7.3

7.0

United States of America

4.5

5.2

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 95.6%

 

ade15

Stocks 97.7%

 

ade18

Other Investments 0.0%*

 

ade18

Other Investments 0.0%*

 

ade21

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.4%

 

ade21

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.3%

 

ade37

* Amount represents less than 0.1%.

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value (000s)

Australia - 3.9%

Australia & New Zealand Banking Group Ltd.

398,674

$ 9,931

BHP Billiton Ltd. sponsored ADR (d)

590,236

43,855

Iluka Resources Ltd.

236,843

4,195

Newcrest Mining Ltd.

562,428

15,411

Origin Energy Ltd.

328,926

4,544

Spark Infrastructure Group unit

1,390,264

2,100

WorleyParsons Ltd.

83,479

2,457

TOTAL AUSTRALIA

82,493

Bailiwick of Guernsey - 1.0%

Amdocs Ltd. (a)

135,100

4,323

Resolution Ltd.

4,422,382

16,064

TOTAL BAILIWICK OF GUERNSEY

20,387

Bailiwick of Jersey - 1.5%

Experian PLC

836,500

13,204

Randgold Resources Ltd. sponsored ADR

42,200

3,762

Shire PLC

92,900

3,028

WPP PLC

833,870

11,293

TOTAL BAILIWICK OF JERSEY

31,287

Belgium - 1.7%

Anheuser-Busch InBev SA NV (d)

506,331

36,497

Bermuda - 1.0%

Assured Guaranty Ltd.

290,700

4,122

Clear Media Ltd.

11,132,000

6,787

Li & Fung Ltd.

4,432,000

9,482

TOTAL BERMUDA

20,391

Brazil - 1.7%

Anhanguera Educacional Participacoes SA

262,200

3,486

Banco Bradesco SA (PN) sponsored ADR

66,800

1,071

BR Malls Participacoes SA

189,300

2,352

Drogasil SA

327,124

3,525

Estacio Participacoes SA

210,300

2,626

Itau Unibanco Banco Multiplo SA sponsored ADR

257,748

4,044

Kroton Educacional SA unit (a)

128,700

1,877

Qualicorp SA

447,000

3,893

Souza Cruz Industria e Comercio

330,700

5,151

T4F Entretenimento SA

212,800

1,945

Common Stocks - continued

Shares

Value (000s)

Brazil - continued

Telefonica Brasil SA sponsored ADR

149,935

$ 4,269

Tractebel Energia SA

181,600

3,130

TOTAL BRAZIL

37,369

British Virgin Islands - 0.4%

Arcos Dorados Holdings, Inc.

177,300

3,168

Mail.ru Group Ltd. GDR (Reg. S) (a)

105,400

4,559

TOTAL BRITISH VIRGIN ISLANDS

7,727

Canada - 3.8%

ARC Resources Ltd.

44,400

914

Bonavista Energy Corp. (d)

61,000

1,101

Canadian Natural Resources Ltd.

261,400

9,083

Fairfax Financial Holdings Ltd. (sub. vtg.)

14,900

6,109

Goldcorp, Inc.

172,400

6,603

Ivanhoe Mines Ltd. (a)

356,460

4,161

Niko Resources Ltd.

146,300

6,165

Open Text Corp. (a)

92,500

5,186

Painted Pony Petroleum Ltd. (a)(e)

170,900

1,379

Painted Pony Petroleum Ltd. Class A (a)

847,700

6,840

Penn West Petroleum Ltd. (d)

100,800

1,728

Petrobank Energy & Resources Ltd. (a)

267,200

3,830

Petrominerales Ltd. (d)

250,614

3,666

Potash Corp. of Saskatchewan, Inc.

244,900

10,413

Suncor Energy, Inc.

249,100

8,229

Tourmaline Oil Corp. (a)

150,000

3,616

Uranium One, Inc. (a)(d)

1,000,800

2,908

TOTAL CANADA

81,931

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

87,300

11,585

Biostime International Holdings Ltd.

29,000

84

Golden Eagle Retail Group Ltd. (H Shares)

478,000

1,254

Haitian International Holdings Ltd.

3,153,000

3,629

Hengan International Group Co. Ltd.

861,500

9,122

HiSoft Technology International Ltd. ADR (a)(d)

178,100

2,533

NVC Lighting Holdings Ltd.

4,004,000

1,455

Sands China Ltd.

755,600

2,970

TOTAL CAYMAN ISLANDS

32,632

China - 0.1%

Weichai Power Co. Ltd. (H Shares)

395,000

1,861

Common Stocks - continued

Shares

Value (000s)

Curacao - 0.5%

Schlumberger Ltd.

158,000

$ 11,714

Denmark - 3.2%

Danske Bank A/S (a)

137,133

2,227

Novo Nordisk A/S Series B

381,208

56,204

William Demant Holding A/S (a)

108,835

10,274

TOTAL DENMARK

68,705

Finland - 0.1%

Nokian Tyres PLC

46,300

2,196

France - 7.3%

Arkema SA

52,600

4,659

Atos Origin SA

35,000

2,254

AXA SA

557,200

7,893

BNP Paribas SA

307,100

12,338

Bureau Veritas SA

74,100

6,603

Danone SA

120,700

8,492

Edenred SA

111,510

3,562

Essilor International SA

144,839

12,758

JC Decaux SA

128,200

3,638

LVMH Moet Hennessy - Louis Vuitton SA (d)

115,974

19,214

PPR SA (d)

159,400

26,662

Publicis Groupe SA

123,600

6,375

Sanofi SA

548,930

41,931

TOTAL FRANCE

156,379

Germany - 6.8%

adidas AG

139,100

11,601

Allianz AG

93,617

10,432

BASF AG (d)

256,914

21,151

Bayer AG (d)

280,552

19,762

Deutsche Boerse AG

80,700

5,067

Deutsche Post AG

288,869

5,392

ElringKlinger AG

81,300

2,354

Fresenius Medical Care AG & Co. KGaA

138,900

9,864

Fresenius SE

130,800

13,056

Kabel Deutschland Holding AG

33,300

2,098

Linde AG

111,047

19,008

SAP AG

317,830

21,078

Siemens AG

57,235

5,313

TOTAL GERMANY

146,176

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.2%

AIA Group Ltd.

3,326,800

$ 11,834

China Mobile Ltd. sponsored ADR

116,500

6,447

Galaxy Entertainment Group Ltd. (a)

815,000

2,547

Henderson Land Development Co. Ltd.

998,325

5,687

TOTAL HONG KONG

26,515

India - 1.8%

Axis Bank Ltd.

154,359

3,244

Bajaj Auto Ltd.

77,063

2,377

Cummins India Ltd.

309,088

2,831

Dr. Reddy's Laboratories Ltd.

15,851

531

HDFC Bank Ltd.

1,169,785

12,053

Housing Development Finance Corp. Ltd.

602,905

7,711

ITC Ltd.

682,786

3,183

Lupin Ltd.

94,586

992

Mahindra & Mahindra Financial Services Ltd.

231,785

3,047

Shriram Transport Finance Co. Ltd.

201,979

2,196

TOTAL INDIA

38,165

Ireland - 0.4%

Accenture PLC Class A

102,100

6,631

Elan Corp. PLC sponsored ADR (a)

164,100

2,263

TOTAL IRELAND

8,894

Isle of Man - 0.0%

3Legs Resources PLC

645,100

597

Italy - 2.1%

ENI SpA

275,600

6,124

Fiat Industrial SpA

1,562,300

17,724

Prada SpA

701,200

4,763

Saipem SpA

324,940

16,053

TOTAL ITALY

44,664

Japan - 15.7%

ABC-Mart, Inc.

111,600

4,064

Aeon Credit Service Co. Ltd.

509,400

8,881

Aozora Bank Ltd.

1,525,000

3,912

Calbee, Inc. (d)

119,900

7,256

Canon, Inc.

45,400

2,058

Cosmos Pharmaceutical Corp.

151,100

8,472

Denso Corp.

133,000

4,301

Dentsu, Inc.

73,900

2,269

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Don Quijote Co. Ltd.

252,800

$ 9,273

Fanuc Corp.

77,200

13,021

Fast Retailing Co. Ltd.

10,800

2,414

Hitachi Ltd.

4,517,000

28,772

Honda Motor Co. Ltd. sponsored ADR

725,306

26,140

Hoya Corp.

238,700

5,475

Itochu Corp.

1,186,600

13,426

Japan Tobacco, Inc.

5,297

29,346

JSR Corp.

464,500

9,168

KDDI Corp.

992

6,494

Keyence Corp.

66,100

15,602

Mitsubishi UFJ Financial Group, Inc.

1,900,000

9,123

Nikon Corp.

110,100

3,263

Nippon Telegraph & Telephone Corp.

94,400

4,271

Nitto Denko Corp.

56,600

2,323

ORIX Corp.

302,240

28,899

Rakuten, Inc.

23,901

26,660

Seven & i Holdings Co., Ltd.

430,000

13,017

Seven Bank Ltd.

1,121,800

2,772

SHIMANO, Inc.

103,800

6,826

SMC Corp.

69,900

11,674

SOFTBANK CORP.

336,800

10,053

Sumitomo Mitsui Financial Group, Inc.

131,900

4,221

Toray Industries, Inc.

423,000

3,252

Unicharm Corp.

79,000

4,420

Yahoo! Japan Corp.

15,024

4,509

TOTAL JAPAN

335,627

Korea (South) - 2.4%

Amorepacific Corp.

4,423

4,246

Hyundai Motor Co.

27,035

6,423

LG Household & Health Care Ltd.

5,491

2,881

Orion Corp.

22,683

18,024

Samsung Electronics Co. Ltd.

16,654

20,484

TOTAL KOREA (SOUTH)

52,058

Luxembourg - 0.3%

Samsonite International SA

3,334,500

6,464

Mexico - 0.8%

America Movil SAB de CV Series L sponsored ADR

295,900

7,886

Wal-Mart de Mexico SA de CV Series V

2,922,900

8,357

TOTAL MEXICO

16,243

Common Stocks - continued

Shares

Value (000s)

Netherlands - 1.7%

AEGON NV

2,504,000

$ 11,648

ASML Holding NV (Netherlands) (d)

148,900

7,577

Gemalto NV

119,179

8,881

NXP Semiconductors NV (a)

150,200

3,883

Unilever NV (Certificaten Van Aandelen) (Bearer)

140,900

4,827

TOTAL NETHERLANDS

36,816

Norway - 1.4%

DnB NOR ASA (d)

350,799

3,782

Storebrand ASA (A Shares)

600,000

2,697

Telenor ASA

1,221,800

22,462

TOTAL NORWAY

28,941

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

864,317

3,418

South Africa - 0.8%

Foschini Ltd.

165,400

2,739

Life Healthcare Group Holdings Ltd.

641,500

2,217

Naspers Ltd. Class N

74,900

4,511

Shoprite Holdings Ltd.

255,500

4,415

Tiger Brands Ltd.

82,000

3,005

TOTAL SOUTH AFRICA

16,887

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

707,207

4,786

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

707,162

101

Grifols SA ADR (d)

940,690

8,899

Inditex SA (d)

281,513

25,323

Prosegur Compania de Seguridad SA (Reg.)

167,986

9,593

Repsol YPF SA

305,893

5,851

TOTAL SPAIN

54,553

Sweden - 0.9%

H&M Hennes & Mauritz AB (B Shares)

125,563

4,314

Svenska Handelsbanken AB (A Shares)

103,200

3,344

Swedbank AB (A Shares)

414,600

6,866

Swedish Match Co. AB

115,400

4,691

TOTAL SWEDEN

19,215

Switzerland - 4.2%

Clariant AG (Reg.)

178,215

2,266

Kuehne & Nagel International AG

51,630

6,275

Nestle SA

531,289

32,549

Common Stocks - continued

Shares

Value (000s)

Switzerland - continued

Roche Holding AG (participation certificate)

48,529

$ 8,866

SGS SA (Reg.)

1,650

3,187

Syngenta AG (Switzerland)

37,300

13,082

UBS AG

1,130,550

14,120

Zurich Financial Services AG

37,441

9,159

TOTAL SWITZERLAND

89,504

Taiwan - 0.9%

HIWIN Technologies Corp.

223,000

2,119

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,142,600

17,802

TOTAL TAIWAN

19,921

United Kingdom - 17.9%

Aegis Group PLC

1,675,600

4,833

Aggreko PLC

45,000

1,644

Anglo American PLC (United Kingdom)

268,600

10,324

Barclays PLC

4,201,124

14,875

BG Group PLC

862,392

20,303

British American Tobacco PLC sponsored ADR

171,500

17,651

Burberry Group PLC

354,800

8,552

Capita Group PLC

590,000

6,349

Compass Group PLC

213,400

2,231

Diageo PLC

168,843

4,259

Domino Printing Sciences PLC

229,900

2,235

Filtrona PLC

658,900

4,967

GlaxoSmithKline PLC

1,444,700

33,379

Hikma Pharmaceuticals PLC

192,188

1,959

HSBC Holdings PLC sponsored ADR

650,700

29,392

Imperial Tobacco Group PLC

282,905

11,314

Inchcape PLC

1,245,692

7,398

Intertek Group PLC

234,300

9,564

ITV PLC

3,103,700

4,216

Meggitt PLC

748,900

4,965

National Grid PLC

217,000

2,344

Next PLC

323,500

15,379

Ocado Group PLC (a)(d)

531,200

1,119

Pearson PLC

296,500

5,586

Pz Cussons PLC Class L

250,100

1,349

Reckitt Benckiser Group PLC

387,413

22,555

Rolls-Royce Group PLC

1,411,300

18,864

Royal Dutch Shell PLC Class B

1,808,432

66,189

Standard Chartered PLC (United Kingdom)

266,827

6,522

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Taylor Wimpey PLC

2,688,800

$ 2,193

Travis Perkins PLC

126,400

2,154

Vodafone Group PLC sponsored ADR

1,363,300

37,941

TOTAL UNITED KINGDOM

382,605

United States of America - 4.5%

Apple, Inc. (a)

34,700

20,273

Beam, Inc.

55,600

3,157

Citigroup, Inc.

423,280

13,985

Cobalt International Energy, Inc. (a)

41,100

1,100

Cognizant Technology Solutions Corp. Class A (a)

66,700

4,890

Dolby Laboratories, Inc. Class A (a)

55,900

2,193

Facebook, Inc. Class B (f)

131,847

4,057

JPMorgan Chase & Co.

197,202

8,476

MasterCard, Inc. Class A

9,940

4,496

Motorola Solutions, Inc.

47,000

2,398

Newmont Mining Corp.

62,400

2,973

Noble Energy, Inc.

75,600

7,509

Polycom, Inc. (a)

275,000

3,649

PriceSmart, Inc.

4,200

347

SanDisk Corp. (a)

176,100

6,517

Schweitzer-Mauduit International, Inc.

41,345

2,804

Splunk, Inc.

46,700

1,585

ViroPharma, Inc. (a)

107,100

2,329

Yum! Brands, Inc.

31,400

2,284

TOTAL UNITED STATES OF AMERICA

95,022

TOTAL COMMON STOCKS

(Cost $1,788,741)


2,013,854

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

256,500

6,513

Volkswagen AG (d)

111,000

21,027

TOTAL GERMANY

27,540

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

149,597,800

243

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $16,514)


27,783

Master Notes - 0.0%

 

Principal
Amount (000s)

Value (000s)

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (f)
(Cost $15)

$ 14

$ 14

Money Market Funds - 13.6%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

74,884,868

74,885

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

214,876,848

214,877

TOTAL MONEY MARKET FUNDS

(Cost $289,762)


289,762

TOTAL INVESTMENT PORTFOLIO - 109.2%

(Cost $2,095,032)

2,331,413

NET OTHER ASSETS (LIABILITIES) - (9.2)%

(197,093)

NET ASSETS - 100%

$ 2,134,320

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,379,000 or 0.1% of net assets.

(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 $4,071,000 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Facebook, Inc. Class B

3/31/11

$ 3,296

OZ Optics Ltd. 5% 11/5/14

11/5/10

$ 15

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

$ 25

Fidelity Securities Lending Cash Central Fund

455

Total

$ 480

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 345,028

$ 269,079

$ 75,949

$ -

Consumer Staples

273,647

202,050

71,597

-

Energy

191,900

119,587

72,313

-

Financials

318,401

203,111

115,290

-

Health Care

228,312

83,375

144,937

-

Industrials

167,090

123,656

43,434

-

Information Technology

225,485

143,934

77,494

4,057

Materials

184,377

156,552

27,825

-

Telecommunication Services

99,823

79,005

20,818

-

Utilities

7,574

5,230

2,344

-

Master Notes

14

-

-

14

Money Market Funds

289,762

289,762

-

-

Total Investments in Securities:

$ 2,331,413

$ 1,675,341

$ 652,001

$ 4,071

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

$ 3,310

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

761

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 4,071

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ 761

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $202,097) - See accompanying schedule:

Unaffiliated issuers (cost $1,805,270)

$ 2,041,651

 

Fidelity Central Funds (cost $289,762)

289,762

 

Total Investments (cost $2,095,032)

 

$ 2,331,413

Foreign currency held at value (cost $440)

439

Receivable for investments sold

22,105

Receivable for fund shares sold

2,083

Dividends receivable

10,162

Interest receivable

1

Distributions receivable from Fidelity Central Funds

327

Prepaid expenses

2

Other receivables

237

Total assets

2,366,769

 

 

 

Liabilities

Payable for investments purchased

$ 5,347

Payable for fund shares redeemed

7,216

Accrued management fee

1,257

Distribution and service plan fees payable

606

Other affiliated payables

565

Other payables and accrued expenses

2,581

Collateral on securities loaned, at value

214,877

Total liabilities

232,449

 

 

 

Net Assets

$ 2,134,320

Net Assets consist of:

 

Paid in capital

$ 4,922,228

Undistributed net investment income

8,454

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

(3,030,472)

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

234,110

Net Assets

$ 2,134,320

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price  

Class A:
Net Asset Value
and redemption price per share ($819,013 ÷ 53,952 shares)

$ 15.18

 

 

 

Maximum offering price per share (100/94.25 of $15.18)

$ 16.11

Class T:
Net Asset Value
and redemption price per share ($343,087 ÷ 22,772 shares)

$ 15.07

 

 

 

Maximum offering price per share (100/96.50 of $15.07)

$ 15.62

Class B:
Net Asset Value
and offering price per share ($74,631 ÷ 5,120 shares)A

$ 14.58

 

 

 

Class C:
Net Asset Value
and offering price per share ($271,106 ÷ 18,582 shares)A

$ 14.59

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($626,483 ÷ 40,642 shares)

$ 15.41

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 26,677

Income from Fidelity Central Funds

 

480

Income before foreign taxes withheld

 

27,157

Less foreign taxes withheld

 

(1,755)

Total income

 

25,402

 

 

 

Expenses

Management fee

$ 7,801

Transfer agent fees

2,989

Distribution and service plan fees

3,776

Accounting and security lending fees

489

Custodian fees and expenses

153

Independent trustees' compensation

7

Registration fees

98

Audit

45

Legal

5

Miscellaneous

11

Total expenses before reductions

15,374

Expense reductions

(169)

15,205

Net investment income (loss)

10,197

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

24,766

Foreign currency transactions

(314)

Total net realized gain (loss)

 

24,452

Change in net unrealized appreciation (depreciation) on:

Investment securities

70,174

Assets and liabilities in foreign currencies

103

Total change in net unrealized appreciation (depreciation)

 

70,277

Net gain (loss)

94,729

Net increase (decrease) in net assets resulting from operations

$ 104,926

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

Semiannual Report

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 10,197

$ 43,005

Net realized gain (loss)

24,452

251,468

Change in net unrealized appreciation (depreciation)

70,277

(392,112)

Net increase (decrease) in net assets resulting
from operations

104,926

(97,639)

Distributions to shareholders from net investment income

(28,136)

(45,397)

Distributions to shareholders from net realized gain

-

(8,026)

Total distributions

(28,136)

(53,423)

Share transactions - net increase (decrease)

(381,064)

(1,225,390)

Redemption fees

20

65

Total increase (decrease) in net assets

(304,254)

(1,376,387)

 

 

 

Net Assets

Beginning of period

2,438,574

3,814,961

End of period (including undistributed net investment income of $8,454 and undistributed net investment income of $26,393, respectively)

$ 2,134,320

$ 2,438,574

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.61

$ 15.63

$ 14.25

$ 12.57

$ 26.62

$ 23.42

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

  .22 H

  .14

  .17

  .36

  .31

Net realized and unrealized gain (loss)

  .69

  (1.01)

  1.44

  1.96

  (11.15)

  4.69

Total from investment operations

  .76

  (.79)

  1.58

  2.13

  (10.79)

  5.00

Distributions from net investment income

  (.19)

  (.20)

  (.19)

  (.45)

  (.24)

  (.23)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.19)

  (.23)

  (.20)

  (.45)

  (3.26)

  (1.80)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.18

$ 14.61

$ 15.63

$ 14.25

$ 12.57

$ 26.62

Total Return B, C, D

  5.34%

  (5.15)%

  11.17%

  18.16%

  (45.95)%

  22.76%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.32% A

  1.31%

  1.32%

  1.34%

  1.26%

  1.25%

Expenses net of fee waivers, if any

  1.32% A

  1.31%

  1.32%

  1.34%

  1.26%

  1.25%

Expenses net of all reductions

  1.31% A

  1.29%

  1.30%

  1.31%

  1.22%

  1.21%

Net investment income (loss)

  1.00% A

  1.38% H

  .95%

  1.43%

  1.80%

  1.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 819

$ 916

$ 1,302

$ 1,662

$ 2,004

$ 5,774

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .98%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.46

$ 15.47

$ 14.11

$ 12.42

$ 26.30

$ 23.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

  .18 H

  .10

  .14

  .31

  .25

Net realized and unrealized gain (loss)

  .70

  (.99)

  1.43

  1.94

  (11.01)

  4.63

Total from investment operations

  .75

  (.81)

  1.53

  2.08

  (10.70)

  4.88

Distributions from net investment income

  (.14)

  (.16)

  (.16)

  (.39)

  (.16)

  (.18)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.14)

  (.20) K

  (.17)

  (.39)

  (3.18)

  (1.75)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.07

$ 14.46

$ 15.47

$ 14.11

$ 12.42

$ 26.30

Total Return B, C, D

  5.24%

  (5.35)%

  10.88%

  17.84%

  (46.04)%

  22.43%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.58% A

  1.55%

  1.55%

  1.58%

  1.49%

  1.47%

Expenses net of fee waivers, if any

  1.58% A

  1.55%

  1.55%

  1.58%

  1.49%

  1.47%

Expenses net of all reductions

  1.56% A

  1.53%

  1.53%

  1.55%

  1.44%

  1.43%

Net investment income (loss)

  .74% A

  1.14% H

  .71%

  1.19%

  1.57%

  1.04%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 343

$ 404

$ 621

$ 832

$ 1,110

$ 3,569

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .74%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $.20 per share is comprised of distributions from net investment income of $.164 and distributions from net realized gain of $.034 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.91

$ 14.91

$ 13.61

$ 11.95

$ 25.44

$ 22.46

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .09 H

  .02

  .08

  .18

  .10

Net realized and unrealized gain (loss)

  .67

  (.96)

  1.38

  1.88

  (10.62)

  4.50

Total from investment operations

  .69

  (.87)

  1.40

  1.96

  (10.44)

  4.60

Distributions from net investment income

  (.02)

  (.10)

  (.09)

  (.30)

  (.03)

  (.05)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.02)

  (.13)

  (.10)

  (.30)

  (3.05)

  (1.62)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.58

$ 13.91

$ 14.91

$ 13.61

$ 11.95

$ 25.44

Total Return B, C, D

  4.98%

  (5.89)%

  10.34%

  17.25%

  (46.39)%

  21.73%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.08% A

  2.08%

  2.09%

  2.10%

  2.08%

  2.08%

Expenses net of fee waivers, if any

  2.08% A

  2.08%

  2.09%

  2.10%

  2.08%

  2.08%

Expenses net of all reductions

  2.07% A

  2.06%

  2.07%

  2.07%

  2.04%

  2.04%

Net investment income (loss)

  .24% A

  .61% H

  .18%

  .67%

  .97%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 75

$ 94

$ 157

$ 191

$ 221

$ 559

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .21%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.95

$ 14.95

$ 13.65

$ 11.98

$ 25.50

$ 22.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .10 H

  .03

  .08

  .20

  .12

Net realized and unrealized gain (loss)

  .67

  (.96)

  1.38

  1.89

  (10.64)

  4.50

Total from investment operations

  .69

  (.86)

  1.41

  1.97

  (10.44)

  4.62

Distributions from net investment income

  (.05)

  (.11)

  (.10)

  (.30)

  (.06)

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.05)

  (.14)

  (.11)

  (.30)

  (3.08)

  (1.65)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 14.59

$ 13.95

$ 14.95

$ 13.65

$ 11.98

$ 25.50

Total Return B, C, D

  4.98%

  (5.83)%

  10.32%

  17.24%

  (46.33)%

  21.81%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.06% A

  2.05%

  2.06%

  2.09%

  2.01%

  2.00%

Expenses net of fee waivers, if any

  2.06% A

  2.05%

  2.06%

  2.09%

  2.01%

  2.00%

Expenses net of all reductions

  2.05% A

  2.03%

  2.04%

  2.06%

  1.97%

  1.96%

Net investment income (loss)

  .26% A

  .64% H

  .21%

  .68%

  1.04%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 271

$ 302

$ 419

$ 502

$ 618

$ 1,673

Portfolio turnover rate G

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .24%. I 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 reductions from 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. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.87

$ 15.90

$ 14.48

$ 12.81

$ 27.06

$ 23.78

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .10

  .28 G

  .19

  .21

  .41

  .38

Net realized and unrealized gain (loss)

  .69

  (1.03)

  1.47

  1.98

  (11.34)

  4.76

Total from investment operations

  .79

  (.75)

  1.66

  2.19

  (10.93)

  5.14

Distributions from net investment income

  (.25)

  (.25)

  (.23)

  (.52)

  (.30)

  (.29)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (3.02)

  (1.57)

Total distributions

  (.25)

  (.28)

  (.24)

  (.52)

  (3.32)

  (1.86)

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 15.41

$ 14.87

$ 15.90

$ 14.48

$ 12.81

$ 27.06

Total Return B, C

  5.47%

  (4.85)%

  11.55%

  18.45%

  (45.79)%

  23.07%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.00% A

  .99%

  .99%

  1.07%

  .99%

  .98%

Expenses net of fee waivers, if any

  1.00% A

  .99%

  .99%

  1.07%

  .99%

  .98%

Expenses net of all reductions

  .99% A

  .97%

  .97%

  1.04%

  .94%

  .94%

Net investment income (loss)

  1.32% A

  1.70% G

  1.28%

  1.70%

  2.07%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 626

$ 723

$ 1,316

$ 1,540

$ 2,235

$ 5,266

Portfolio turnover rate F

  34% A

  48%

  59%

  92%

  88%

  105%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.30%. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC web site or upon request.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For master notes, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are

Semiannual Report

3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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 trustee 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

$ 367,811

Gross unrealized depreciation

(148,588)

Net unrealized appreciation (depreciation) on securities and other investments

$ 219,223

 

 

Tax cost

$ 2,112,190

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (3,034,664)

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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 $372,637 and $807,783, 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 an annualized 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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,055

$ 19

Class T

.25%

.25%

912

5

Class B

.75%

.25%

418

314

Class C

.75%

.25%

1,391

49

 

 

 

$ 3,776

$ 387

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 65

Class T

19

Class B*

67

Class C*

5

 

$ 156

* 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 1,231

.29

Class T

542

.30

Class B

127

.30

Class C

390

.28

Institutional Class

699

.22

 

$ 2,989

 

* Annualized

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 each 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 $2 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $455. During the period, there were no securities loaned to FCM.

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 $169 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 11,830

$ 15,976

Class T

3,677

6,296

Class B

137

993

Class C

1,044

2,886

Institutional Class

11,448

19,246

Total

$ 28,136

$ 45,397

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders - continued

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net realized gain

 

 

Class A

$ -

$ 2,738

Class T

-

1,311

Class B

-

343

Class C

-

927

Institutional Class

-

2,707

Total

$ -

$ 8,026

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

3,454

9,002

$ 50,381

$ 142,807

Reinvestment of distributions

768

1,034

10,735

16,424

Shares redeemed

(12,944)

(30,677)

(186,723)

(486,880)

Net increase (decrease)

(8,722)

(20,641)

$ (125,607)

$ (327,649)

Class T

 

 

 

 

Shares sold

1,030

2,789

$ 14,822

$ 43,918

Reinvestment of distributions

246

447

3,415

7,039

Shares redeemed

(6,444)

(15,458)

(92,458)

(243,511)

Net increase (decrease)

(5,168)

(12,222)

$ (74,221)

$ (192,554)

Class B

 

 

 

 

Shares sold

14

58

$ 201

$ 888

Reinvestment of distributions

9

75

118

1,145

Shares redeemed

(1,625)

(3,940)

(22,818)

(60,055)

Net increase (decrease)

(1,602)

(3,807)

$ (22,499)

$ (58,022)

Class C

 

 

 

 

Shares sold

432

1,225

$ 6,008

$ 18,824

Reinvestment of distributions

60

191

813

2,917

Shares redeemed

(3,550)

(7,773)

(49,214)

(118,247)

Net increase (decrease)

(3,058)

(6,357)

$ (42,393)

$ (96,506)

Semiannual Report

11. Share Transactions - continued

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Institutional Class

 

 

 

 

Shares sold

5,072

10,009

$ 74,037

$ 160,916

Reinvestment of distributions

640

1,047

9,062

16,863

Shares redeemed

(13,718)

(45,174)

(199,443)

(728,438)

Net increase (decrease)

(8,006)

(34,118)

$ (116,344)

$ (550,659)

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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

State Street Bank and Trust Company

Quincy, MA

ADIFI-USAN-0612
1.784872.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Emerging Asia
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.50

$ 7.27

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.12

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.00

$ 8.75

HypotheticalA

 

$ 1,000.00

$ 1,016.36

$ 8.57

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.30

$ 11.24

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.50

$ 11.03

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 10.82

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.90

$ 5.68

HypotheticalA

 

$ 1,000.00

$ 1,019.34

$ 5.57

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd.

7.3

5.7

Taiwan Semiconductor Manufacturing Co. Ltd.

4.1

3.9

China Mobile Ltd.

2.9

3.3

China Construction Bank Corp. (H Shares)

2.3

2.3

CNOOC Ltd.

2.1

2.6

Hyundai Motor Co.

1.9

0.7

China Petroleum & Chemical Corp. (H Shares)

1.9

1.0

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

1.8

1.8

AIA Group Ltd.

1.7

1.5

Power Assets Holdings Ltd.

1.4

1.9

 

27.4

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.0

29.3

Information Technology

21.0

17.3

Industrials

9.0

10.3

Consumer Discretionary

8.7

10.3

Telecommunication Services

7.7

6.8

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 97.2%

 

ade15

Stocks 98.7%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.8%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.3%

 

ade48

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 0.4%

Origin Energy Ltd.

61,798

$ 853,735

Spark Infrastructure Group unit

347,458

524,899

TOTAL AUSTRALIA

1,378,634

Bermuda - 1.1%

Cheung Kong Infrastructure Holdings Ltd.

238,000

1,412,604

Giordano International Ltd.

732,000

638,725

Jardine Matheson Holdings Ltd.

16,400

814,260

Kunlun Energy Co. Ltd.

592,000

1,043,810

Man Wah Holdings Ltd.

510,000

265,562

TOTAL BERMUDA

4,174,961

Cayman Islands - 3.3%

AirMedia Group, Inc. ADR (a)

122,200

348,270

ASM Pacific Technology Ltd.

89,300

1,209,673

Baidu.com, Inc. sponsored ADR (a)

7,500

995,250

Bosideng International Holdings Ltd.

1,470,000

424,404

Changyou.com Ltd. (A Shares) ADR (a)

12,000

290,640

China Lodging Group Ltd. ADR (a)

29,900

380,627

China Metal Recycling (Holdings) Ltd.

1,020,600

1,170,737

Country Garden Holdings Co. Ltd.

2,602,000

1,130,189

Home Inns & Hotels Management, Inc. sponsored ADR (a)

5,900

140,184

International Taifeng Holdings Ltd.

1,456,000

450,388

Kingboard Laminates Holdings Ltd.

329,000

153,504

LDK Solar Co. Ltd. sponsored ADR (a)(d)

29,200

92,856

Lee & Man Paper Manufacturing Ltd.

1,429,000

670,421

Microport Scientific Corp.

506,000

238,696

NVC Lighting Holdings Ltd.

190,000

69,058

Qihoo 360 Technology Co. Ltd. ADR (a)(d)

17,000

417,690

Samson Holding Ltd.

940,000

124,790

Sands China Ltd.

585,200

2,300,478

SOHO China Ltd.

1,534,500

1,192,609

Spreadtrum Communications, Inc. ADR (d)

23,200

320,160

Youyuan International Holdings Ltd.

1,946,000

484,077

TOTAL CAYMAN ISLANDS

12,604,701

China - 14.0%

Agricultural Bank China Ltd. (H Shares)

4,254,000

2,023,195

Angang Steel Co. Ltd. (H Shares)

552,000

377,787

China CITIC Bank Corp. Ltd. (H Shares)

4,065,000

2,588,221

China Communications Construction Co. Ltd. (H Shares)

3,724,000

3,743,847

China Communications Services Corp. Ltd. (H Shares)

5,462,000

2,808,914

China Construction Bank Corp. (H Shares)

11,546,000

8,988,399

Common Stocks - continued

Shares

Value

China - continued

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

1,874,000

$ 625,580

China Merchants Bank Co. Ltd. (H Shares)

1,456,000

3,160,220

China Minsheng Banking Corp. Ltd. (H Shares)

4,101,500

4,255,518

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

535,800

1,750,631

China Petroleum & Chemical Corp. (H Shares)

6,842,000

7,266,963

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

1,841,000

600,327

China Southern Airlines Ltd. (H Shares) (a)

3,542,000

1,593,264

China Suntien Green Energy Corp. Ltd. (H Shares)

838,000

163,093

Dongfeng Motor Group Co. Ltd. (H Shares)

1,300,000

2,563,590

Harbin Power Equipment Co. Ltd. (H Shares)

1,478,000

1,541,121

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

10,594,000

7,072,999

Metallurgical Corp. China Ltd. (H Shares)

1,804,000

402,250

Shanghai Jin Jiang International Hotel Co. Ltd. (H Shares)

2,656,000

390,253

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

2,940,000

1,023,116

Weichai Power Co. Ltd. (H Shares)

128,000

602,992

TOTAL CHINA

53,542,280

Hong Kong - 15.5%

AIA Group Ltd.

1,826,400

6,497,089

BYD Electronic International Co. Ltd. (a)

547,500

165,125

Cathay Pacific Airways Ltd.

1,573,000

2,668,078

China Insurance International Holdings Co. Ltd. (a)

716,200

1,493,574

China Mobile Ltd.

1,003,500

11,102,246

China Unicom Ltd.

1,568,000

2,742,396

Citic Pacific Ltd.

930,000

1,531,890

CNOOC Ltd.

3,844,500

8,124,000

Henderson Land Development Co. Ltd.

287,000

1,635,001

HKT Trust / HKT Ltd. unit

711,942

553,319

Lenovo Group Ltd.

2,616,000

2,515,304

New World Development Co. Ltd.

2,938,838

3,662,823

PCCW Ltd.

7,844,000

2,921,792

Power Assets Holdings Ltd.

727,500

5,438,446

Sino-Ocean Land Holdings Ltd.

1,045,500

487,805

Sinotruk Hong Kong Ltd.

2,905,500

1,771,315

Sun Hung Kai Properties Ltd.

444,000

5,356,396

Techtronic Industries Co. Ltd.

342,000

413,028

TOTAL HONG KONG

59,079,627

India - 7.6%

Aditya Birla Nuvo Ltd.

24,656

434,084

Apollo Tyres Ltd.

567,802

974,638

Axis Bank Ltd.

131,200

2,757,654

Common Stocks - continued

Shares

Value

India - continued

Canara Bank

195,600

$ 1,621,551

Chennai Petroleum Corp. Ltd.

42,318

120,690

Deccan Chronicle Holdings Ltd. (a)

367,274

278,602

Dena Bank

289,157

511,440

Exide Industries Ltd.

144,079

353,734

Gateway Distriparks Ltd.

178,612

512,791

Grasim Industries Ltd.

40,319

2,104,962

HCL Infosystems Ltd.

344,917

292,097

Hindalco Industries Ltd.

643,053

1,474,388

Hindustan Unilever Ltd.

246,359

1,953,470

Housing Development and Infrastructure Ltd. (a)

129,674

198,334

ICSA (India) Ltd.

186,602

66,258

Indian Overseas Bank

467,582

775,086

Ipca Laboratories Ltd.

60,133

412,704

Jubilant Industries Ltd.

5,873

29,914

Jubilant Life Sciences Ltd.

101,017

347,273

NIIT Technologies Ltd.

77,144

382,095

Page Industries Ltd.

3,278

194,707

Piramal Healthcare Ltd.

82,535

686,342

Polaris Financial Technology Ltd.

100,621

250,669

Ranbaxy Laboratories Ltd.

60,542

578,118

Reliance Infrastructure Ltd.

37,973

380,487

Rolta India Ltd.

202,090

335,953

SREI Infrastructure Finance Ltd.

1,190,428

582,047

Strides Arcolab Ltd.

28,646

365,982

Syndicate Bank

176,416

348,712

Tata Chemicals Ltd.

46,187

294,890

Tata Consultancy Services Ltd.

170,307

4,031,230

Tata Motors Ltd. Class A

975,219

3,349,798

Tata Steel Ltd.

190,208

1,674,546

Tech Mahindra Ltd.

31,238

416,240

TOTAL INDIA

29,091,486

Indonesia - 5.4%

PT Astra International Tbk

437,500

3,379,849

PT Bank Mandiri (Persero) Tbk

3,565,500

2,870,866

PT Bank Rakyat Indonesia Tbk

6,129,000

4,434,780

PT BISI International Tbk

1,735,500

158,622

PT Global Mediacom Tbk

3,804,000

687,083

PT Gudang Garam Tbk

228,500

1,471,868

PT Indosat Tbk

567,000

299,217

PT Media Nusantara Citra Tbk

697,500

170,761

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Telkomunikasi Indonesia Tbk Series B

3,018,000

$ 2,782,798

PT Tower Bersama Infrastructure Tbk

1,977,000

656,096

PT Unilever Indonesia Tbk

782,500

1,690,074

PT United Tractors Tbk

505,000

1,626,462

PT XL Axiata Tbk

700,500

411,588

TOTAL INDONESIA

20,640,064

Korea (South) - 23.1%

BS Financial Group, Inc.

323,780

3,337,717

Cheil Worldwide, Inc.

67,400

1,174,897

Chong Kun Dang Pharmaceutical Corp.

29,390

413,495

CJ CheilJedang Corp.

9,381

3,104,519

Daewoo Securities Co. Ltd.

49,470

503,400

DGB Financial Group Co. Ltd.

86,140

1,009,937

Dongbu Insurance Co. Ltd.

38,130

1,525,032

Doosan Co. Ltd.

12,803

1,563,380

Hana Financial Group, Inc.

129,540

4,453,162

Hanjin Shipping Co. Ltd.

25,530

351,281

Hotel Shilla Co.

22,750

1,064,904

Hyundai Department Store Co. Ltd.

16,060

2,266,626

Hyundai Fire & Marine Insurance Co. Ltd.

20,500

526,048

Hyundai Heavy Industries Co. Ltd.

8,852

2,216,672

Hyundai Merchant Marine Co. Ltd.

19,350

492,258

Hyundai Motor Co.

30,658

7,283,862

ICD Co. Ltd.

16,032

325,570

Industrial Bank of Korea

92,000

1,017,587

Korea Electric Power Corp. (a)

89,840

1,723,488

Korean Air Lines Co. Ltd.

12,661

498,542

LG International Corp.

31,874

1,305,844

LIG Non-Life Insurance Co. Ltd.

16,970

352,877

Lotte Samkang Co. Ltd.

2,877

1,227,045

Lotte Shopping Co. Ltd.

4,256

1,321,850

Nong Shim Co. Ltd.

2,179

436,716

OCI Co. Ltd.

5,824

1,102,830

Orion Corp.

1,455

1,156,147

Poongsan Corp.

9,966

265,437

POSCO

15,656

5,186,497

Samsung Electronics Co. Ltd.

22,716

27,939,597

Samsung Fire & Marine Insurance Co. Ltd.

17,703

3,383,563

Samsung Heavy Industries Ltd.

107,320

3,959,955

SK Chemicals Co. Ltd.

30,094

1,499,208

SK Energy Co. Ltd.

16,413

2,294,662

Common Stocks - continued

Shares

Value

Korea (South) - continued

SK Holdings Co. Ltd.

8,540

$ 918,138

Sungwoo Hitech Co. Ltd.

78,679

887,652

TOTAL KOREA (SOUTH)

88,090,395

Malaysia - 0.5%

Genting Malaysia Bhd

1,181,600

1,499,701

Glomac Bhd

1,577,300

435,315

TOTAL MALAYSIA

1,935,016

Mauritius - 0.4%

Golden Agri-Resources Ltd.

2,385,000

1,416,374

Philippines - 1.0%

BDO Unibank, Inc.

754,780

1,185,022

Globe Telecom, Inc.

20,970

558,006

Manila Water Co., Inc.

2,163,800

1,267,541

PUREGOLD Price Club, Inc.

436,600

250,580

Security Bank Corp.

137,240

465,441

TOTAL PHILIPPINES

3,726,590

Singapore - 4.7%

Avago Technologies Ltd.

29,400

1,013,712

CapitaMall Trust

1,111,000

1,615,804

China Minzhong Food Corp. Ltd. (a)

233,000

158,138

City Developments Ltd.

270,000

2,212,096

DBS Group Holdings Ltd.

327,000

3,688,377

First Resources Ltd.

786,000

1,193,940

Keppel Corp. Ltd.

403,600

3,603,426

Mapletree Industrial (REIT)

433,000

395,338

Mapletree Logistics Trust (REIT)

1,313,000

1,039,664

Olam International Ltd.

622,000

1,140,823

UOL Group Ltd.

346,000

1,263,621

Yanlord Land Group Ltd.

706,000

661,706

TOTAL SINGAPORE

17,986,645

Taiwan - 11.1%

Advanced Semiconductor Engineering, Inc.

2,448,000

2,466,213

Asia Cement Corp.

1,922,300

2,317,573

Chicony Electronics Co. Ltd.

999,000

1,953,113

Chipbond Technology Corp.

256,000

347,714

Compal Electronics, Inc.

2,266,000

2,611,477

E.Sun Financial Holdings Co. Ltd.

3,610,568

1,919,527

EVA Airways Corp.

1,585,900

954,641

Common Stocks - continued

Shares

Value

Taiwan - continued

Formosa Plastics Corp.

934,000

$ 2,658,961

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,550,900

4,915,217

Insyde Software Corp.

131,195

607,488

Lite-On Technology Corp.

623,000

761,789

Lung Yen Life Service Co. Ltd.

37,000

112,440

Macronix International Co. Ltd.

1,307,000

432,155

Taichung Commercial Bank Co. Ltd.

23,640

7,427

Taiwan Semiconductor Manufacturing Co. Ltd.

5,277,393

15,626,678

United Microelectronics Corp.

2,479,000

1,299,078

Wistron Corp.

1,963,100

2,952,562

Yang Ming Marine Transport Corp.

918,000

390,437

TOTAL TAIWAN

42,334,490

Thailand - 6.1%

Advanced Info Service PCL (For. Reg.)

444,100

2,642,507

Banpu PCL (For. Reg.)

197,400

3,568,668

Charoen Pokphand Foods PCL (For. Reg.)

1,524,400

2,019,811

LPN Development PCL (For. Reg.)

3,834,100

2,156,720

PTT Global Chemical PCL (For. Reg.)

1,239,067

2,769,821

PTT PCL (For. Reg.)

345,600

3,944,256

Siam Commercial Bank PCL (For. Reg.)

477,600

2,407,023

Siam Makro PCL (For. Reg.)

61,100

760,894

Thai Union Frozen Products PCL:

rights 5/18/12 (a)

121,020

89,521

(For. Reg.)

605,100

1,431,345

Total Access Communication PCL

263,900

699,335

Total Access Communication PCL unit

220,200

590,684

TOTAL THAILAND

23,080,585

United Kingdom - 1.4%

HSBC Holdings PLC (Hong Kong)

460,878

4,167,422

Standard Chartered PLC (Hong Kong)

38,300

945,326

Vedanta Resources PLC

16,100

318,025

TOTAL UNITED KINGDOM

5,430,773

United States of America - 1.6%

China Natural Gas, Inc. (a)(d)

13,300

21,280

Citigroup, Inc.

27,400

905,296

Cognizant Technology Solutions Corp. Class A (a)

49,300

3,614,676

Cree, Inc. (a)

6,200

191,580

Common Stocks - continued

Shares

Value

United States of America - continued

Freeport-McMoRan Copper & Gold, Inc.

21,000

$ 804,300

Zhongpin, Inc. (a)

44,600

421,024

TOTAL UNITED STATES OF AMERICA

5,958,156

TOTAL COMMON STOCKS

(Cost $324,007,858)


370,470,777

Money Market Funds - 2.3%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

8,460,351

8,460,351

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

390,425

390,425

TOTAL MONEY MARKET FUNDS

(Cost $8,850,776)


8,850,776

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $332,858,634)

379,321,553

NET OTHER ASSETS (LIABILITIES) - 0.5%

2,075,545

NET ASSETS - 100%

$ 381,397,098

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 2,930

Fidelity Securities Lending Cash Central Fund

58,328

Total

$ 61,258

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 33,328,963

$ 33,328,963

$ -

$ -

Consumer Staples

20,149,969

20,060,448

89,521

-

Energy

27,379,877

11,988,914

15,390,963

-

Financials

106,975,587

102,808,165

4,167,422

-

Health Care

3,042,610

3,042,610

-

-

Industrials

34,835,275

34,835,275

-

-

Information Technology

78,993,363

59,601,394

19,391,969

-

Materials

26,227,490

18,936,031

7,291,459

-

Telecommunication Services

28,768,898

12,141,458

16,627,440

-

Utilities

10,768,745

9,045,257

1,723,488

-

Money Market Funds

8,850,776

8,850,776

-

-

Total Investments in Securities:

$ 379,321,553

$ 314,639,291

$ 64,682,262

$ -

Transfers from Level 2 to Level 1 during the period were $202,290,573.

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

Investments in Securities:

Beginning Balance

$ 530,170

Total Realized Gain (Loss)

(2,615,091)

Total Unrealized Gain (Loss)

2,315,439

Cost of Purchases

-

Proceeds of Sales

(204,982)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(25,536)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ -

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $380,062) - See accompanying schedule:

Unaffiliated issuers (cost $324,007,858)

$ 370,470,777

 

Fidelity Central Funds (cost $8,850,776)

8,850,776

 

Total Investments (cost $332,858,634)

 

$ 379,321,553

Cash

 

2,989

Foreign currency held at value (cost $54,310)

54,463

Receivable for investments sold

2,483,275

Receivable for fund shares sold

272,103

Dividends receivable

841,401

Distributions receivable from Fidelity Central Funds

11,635

Prepaid expenses

445

Other receivables

186,757

Total assets

383,174,621

 

 

 

Liabilities

Payable for fund shares redeemed

$ 813,672

Accrued management fee

223,675

Distribution and service plan fees payable

139,802

Other affiliated payables

101,020

Other payables and accrued expenses

108,929

Collateral on securities loaned, at value

390,425

Total liabilities

1,777,523

 

 

 

Net Assets

$ 381,397,098

Net Assets consist of:

 

Paid in capital

$ 345,289,425

Accumulated net investment loss

(605,427)

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

(9,726,920)

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

46,440,020

Net Assets

$ 381,397,098

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($176,355,117 ÷ 6,138,281 shares)

$ 28.73

 

 

 

Maximum offering price per share (100/94.25 of $28.73)

$ 30.48

Class T:
Net Asset Value
and redemption price per share ($54,462,528 ÷ 1,942,581 shares)

$ 28.04

 

 

 

Maximum offering price per share (100/96.50 of $28.04)

$ 29.06

Class B:
Net Asset Value
and offering price per share ($18,538,799 ÷ 693,065 shares)A

$ 26.75

 

 

 

Class C:
Net Asset Value
and offering price per share ($77,680,425 ÷ 2,931,007 shares)A

$ 26.50

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($54,360,229 ÷ 1,843,624 shares)

$ 29.49

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.

Semiannual Report

Statement of Operations

 

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 3,129,131

Income from Fidelity Central Funds

 

61,258

Income before foreign taxes withheld

 

3,190,389

Less foreign taxes withheld

 

(284,532)

Total income

 

2,905,857

 

 

 

Expenses

Management fee

$ 1,324,797

Transfer agent fees

502,867

Distribution and service plan fees

837,795

Accounting and security lending fees

96,986

Custodian fees and expenses

129,136

Independent trustees' compensation

1,126

Registration fees

78,354

Audit

45,846

Legal

713

Interest

470

Miscellaneous

2,029

Total expenses before reductions

3,020,119

Expense reductions

(45,480)

2,974,639

Net investment income (loss)

(68,782)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(8,354,086)

Foreign currency transactions

13,280

Total net realized gain (loss)

 

(8,340,806)

Change in net unrealized appreciation (depreciation) on:

Investment securities

28,465,838

Assets and liabilities in foreign currencies

(7,821)

Total change in net unrealized appreciation (depreciation)

 

28,458,017

Net gain (loss)

20,117,211

Net increase (decrease) in net assets resulting from operations

$ 20,048,429

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (68,782)

$ 3,977,993

Net realized gain (loss)

(8,340,806)

22,771,263

Change in net unrealized appreciation (depreciation)

28,458,017

(61,670,156)

Net increase (decrease) in net assets resulting
from operations

20,048,429

(34,920,900)

Distributions to shareholders from net investment income

(3,170,796)

(1,974,190)

Distributions to shareholders from net realized gain

(16,643,900)

(23,691,402)

Total distributions

(19,814,696)

(25,665,592)

Share transactions - net increase (decrease)

(3,315,248)

32,289,855

Redemption fees

22,479

135,689

Total increase (decrease) in net assets

(3,059,036)

(28,160,948)

 

 

 

Net Assets

Beginning of period

384,456,134

412,617,082

End of period (including accumulated net investment loss of $605,427 and undistributed net investment income of $2,634,151, respectively)

$ 381,397,098

$ 384,456,134

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 28.70

$ 32.97

$ 25.96

$ 15.74

$ 37.55

$ 22.48

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .35

  .25

  .19

  .19

  .24

Net realized and unrealized gain (loss)

  1.55

  (2.62)

  7.09

  10.07

  (18.72)

  16.64

Total from investment operations

  1.57

  (2.27)

  7.34

  10.26

  (18.53)

  16.88

Distributions from net investment income

  (.31)

  (.20)

  (.12)

  (.05)

  (.23)

  (.15)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.54)

  (2.01)

  (.34)

  (.05)

  (3.29)

  (1.83)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 28.73

$ 28.70

$ 32.97

$ 25.96

$ 15.74

$ 37.55

Total Return B, C, D

  5.85%

  (7.44)%

  28.53%

  65.43%

  (53.66)%

  80.43%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.42% A

  1.39%

  1.44%

  1.54%

  1.50%

  1.47%

Expenses net of fee waivers, if any

  1.42% A

  1.39%

  1.44%

  1.50%

  1.50%

  1.47%

Expenses net of all reductions

  1.39% A

  1.35%

  1.40%

  1.41%

  1.41%

  1.40%

Net investment income (loss)

  .16% A

  1.12%

  .86%

  .94%

  .73%

  .88%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 176,355

$ 179,346

$ 189,255

$ 131,564

$ 71,722

$ 152,630

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 27.98

$ 32.20

$ 25.40

$ 15.43

$ 36.88

$ 22.13

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

  .25

  .15

  .14

  .12

  .16

Net realized and unrealized gain (loss)

  1.51

  (2.55)

  6.94

  9.86

  (18.38)

  16.37

Total from investment operations

  1.49

  (2.30)

  7.09

  10.00

  (18.26)

  16.53

Distributions from net investment income

  (.20)

  (.12)

  (.08)

  (.04)

  (.14)

  (.12)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.43)

  (1.93)

  (.30)

  (.04)

  (3.20)

  (1.80)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 28.04

$ 27.98

$ 32.20

$ 25.40

$ 15.43

$ 36.88

Total Return B, C, D

  5.70%

  (7.70)%

  28.13%

  65.06%

  (53.79)%

  79.98%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.71% A

  1.70%

  1.74%

  1.84%

  1.80%

  1.79%

Expenses net of fee waivers, if any

  1.71% A

  1.69%

  1.74%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68% A

  1.65%

  1.70%

  1.66%

  1.66%

  1.67%

Net investment income (loss)

  (.13)% A

  .82%

  .55%

  .69%

  .48%

  .61%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 54,463

$ 55,452

$ 61,620

$ 45,259

$ 25,205

$ 64,813

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 26.62

$ 30.72

$ 24.29

$ 14.82

$ 35.55

$ 21.42

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.08)

  .10

  .02

  .04

  (.01)

  .03

Net realized and unrealized gain (loss)

  1.44

  (2.44)

  6.61

  9.45

  (17.68)

  15.79

Total from investment operations

  1.36

  (2.34)

  6.63

  9.49

  (17.69)

  15.82

Distributions from net investment income

  -

  -

  -

  (.03)

  -

  (.03)

Distributions from net realized gain

  (1.23)

  (1.77)

  (.21)

  -

  (3.05)

  (1.68)

Total distributions

  (1.23)

  (1.77)

  (.21)

  (.03)

  (3.05)

  (1.71)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 26.75

$ 26.62

$ 30.72

$ 24.29

$ 14.82

$ 35.55

Total Return B, C, D

  5.43%

  (8.16)%

  27.48%

  64.23%

  (54.01)%

  79.01%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.20% A

  2.19%

  2.24%

  2.32%

  2.29%

  2.28%

Expenses net of fee waivers, if any

  2.20% A

  2.18%

  2.24%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17% A

  2.15%

  2.20%

  2.16%

  2.16%

  2.17%

Net investment income (loss)

  (.62)% A

  .32%

  .06%

  .19%

  (.02)%

  .11%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,539

$ 20,831

$ 29,611

$ 25,750

$ 17,040

$ 40,775

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 26.44

$ 30.58

$ 24.19

$ 14.76

$ 35.48

$ 21.39

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.07)

  .11

  .03

  .04

  - J

  .04

Net realized and unrealized gain (loss)

  1.42

  (2.41)

  6.59

  9.41

  (17.63)

  15.76

Total from investment operations

  1.35

  (2.30)

  6.62

  9.45

  (17.63)

  15.80

Distributions from net investment income

  (.06)

  (.04)

  (.02)

  (.03)

  (.04)

  (.05)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.29)

  (1.85)

  (.24)

  (.03)

  (3.10)

  (1.73)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 26.50

$ 26.44

$ 30.58

$ 24.19

$ 14.76

$ 35.48

Total Return B, C, D

  5.45%

  (8.10)%

  27.58%

  64.21%

  (54.02)%

  79.05%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.16% A

  2.13%

  2.17%

  2.28%

  2.25%

  2.21%

Expenses net of fee waivers, if any

  2.16% A

  2.13%

  2.17%

  2.25%

  2.25%

  2.21%

Expenses net of all reductions

  2.14% A

  2.10%

  2.13%

  2.16%

  2.16%

  2.13%

Net investment income (loss)

  (.58)% A

  .37%

  .12%

  .19%

  (.02)%

  .14%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 77,680

$ 78,939

$ 87,089

$ 59,491

$ 30,577

$ 82,070

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.49

$ 33.80

$ 26.58

$ 16.07

$ 38.25

$ 22.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .07

  .46

  .34

  .26

  .27

  .34

Net realized and unrealized gain (loss)

  1.58

  (2.69)

  7.26

  10.29

  (19.09)

  16.92

Total from investment operations

  1.65

  (2.23)

  7.60

  10.55

  (18.82)

  17.26

Distributions from net investment income

  (.42)

  (.29)

  (.17)

  (.05)

  (.31)

  (.19)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.65)

  (2.09) J

  (.39)

  (.05)

  (3.37)

  (1.87)

Redemption fees added to paid in capital D

  - I

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 29.49

$ 29.49

$ 33.80

$ 26.58

$ 16.07

$ 38.25

Total Return B, C

  5.99%

  (7.13)%

  28.87%

  65.94%

  (53.53)%

  80.97%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  1.11% A

  1.10%

  1.14%

  1.25%

  1.20%

  1.16%

Expenses net of fee waivers, if any

  1.11% A

  1.10%

  1.14%

  1.25%

  1.20%

  1.16%

Expenses net of all reductions

  1.09% A

  1.06%

  1.10%

  1.16%

  1.11%

  1.08%

Net investment income (loss)

  .47% A

  1.41%

  1.16%

  1.18%

  1.03%

  1.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 54,360

$ 49,888

$ 45,042

$ 23,888

$ 5,933

$ 16,300

Portfolio turnover rate F

  77% A

  119%

  138%

  91%

  92% H

  66%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.01 per share.

J Total distributions of $2.09 per share is comprised of distributions from net investment income of $.288 and distributions from net realized gain of $1.805 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

Semiannual Report

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC) 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

$ 64,400,868

Gross unrealized depreciation

(19,554,050)

Net unrealized appreciation (depreciation) on securities and other investments

$ 44,846,818

 

 

Tax cost

$ 334,474,735

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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 $143,496,366 and $172,534,082, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 219,946

$ 5,655

Class T

.25%

.25%

135,526

1,091

Class B

.75%

.25%

97,112

72,967

Class C

.75%

.25%

385,211

62,505

 

 

 

$ 837,795

$ 142,218

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 52,230

Class T

10,568

Class B*

21,013

Class C*

8,150

 

$ 91,961

* 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 237,822

.27

Class T

84,127

.31

Class B

29,123

.30

Class C

100,920

.26

Institutional Class

50,875

.21

 

$ 502,867

 

* Annualized

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 each 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 $55 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 Loan
Balance

Weighted
Average Interest
Rate

Interest Expense

Borrower

$ 5,439,222

.35%

$ 470

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $559 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $58,328. During the period, there were no securities loaned to FCM.

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 $45,480 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 1,898,062

$ 1,195,236

Class T

399,039

238,089

Class C

179,759

129,641

Institutional Class

693,936

411,224

Total

$ 3,170,796

$ 1,974,190

From net realized gain

 

 

Class A

$ 7,604,613

$ 10,575,420

Class T

2,417,821

3,522,540

Class B

945,064

1,697,909

Class C

3,624,620

5,318,244

Institutional Class

2,051,782

2,577,289

Total

$ 16,643,900

$ 23,691,402

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

666,457

2,202,556

$ 18,651,183

$ 71,049,522

Reinvestment of distributions

303,306

309,654

8,125,557

9,819,123

Shares redeemed

(1,079,433)

(2,005,332)

(29,866,716)

(62,867,653)

Net increase (decrease)

(109,670)

506,878

$ (3,089,976)

$ 18,000,992

Class T

 

 

 

 

Shares sold

163,150

487,526

$ 4,429,328

$ 15,326,473

Reinvestment of distributions

105,155

118,542

2,751,895

3,673,606

Shares redeemed

(307,421)

(538,208)

(8,322,987)

(16,492,902)

Net increase (decrease)

(39,116)

67,860

$ (1,141,764)

$ 2,507,177

Class B

 

 

 

 

Shares sold

9,384

65,556

$ 246,078

$ 2,016,841

Reinvestment of distributions

30,756

44,891

769,523

1,329,672

Shares redeemed

(129,586)

(291,995)

(3,357,223)

(8,641,379)

Net increase (decrease)

(89,446)

(181,548)

$ (2,341,622)

$ (5,294,866)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class C

 

 

 

 

Shares sold

213,350

976,733

$ 5,458,684

$ 29,282,683

Reinvestment of distributions

125,179

152,906

3,103,186

4,496,965

Shares redeemed

(392,568)

(992,268)

(10,013,769)

(28,874,366)

Net increase (decrease)

(54,039)

137,371

$ (1,451,899)

$ 4,905,282

Institutional Class

 

 

 

 

Shares sold

613,468

1,196,148

$ 17,584,228

$ 38,645,718

Reinvestment of distributions

64,226

57,110

1,763,657

1,854,949

Shares redeemed

(525,998)

(893,992)

(14,637,872)

(28,329,397)

Net increase (decrease)

151,696

359,266

$ 4,710,013

$ 12,171,270

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

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-USAN-0612
1.784873.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Emerging Asia
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.50

$ 7.27

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.12

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.00

$ 8.75

HypotheticalA

 

$ 1,000.00

$ 1,016.36

$ 8.57

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.30

$ 11.24

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.50

$ 11.03

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 10.82

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.90

$ 5.68

HypotheticalA

 

$ 1,000.00

$ 1,019.34

$ 5.57

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd.

7.3

5.7

Taiwan Semiconductor Manufacturing Co. Ltd.

4.1

3.9

China Mobile Ltd.

2.9

3.3

China Construction Bank Corp. (H Shares)

2.3

2.3

CNOOC Ltd.

2.1

2.6

Hyundai Motor Co.

1.9

0.7

China Petroleum & Chemical Corp. (H Shares)

1.9

1.0

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

1.8

1.8

AIA Group Ltd.

1.7

1.5

Power Assets Holdings Ltd.

1.4

1.9

 

27.4

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.0

29.3

Information Technology

21.0

17.3

Industrials

9.0

10.3

Consumer Discretionary

8.7

10.3

Telecommunication Services

7.7

6.8

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 97.2%

 

ade15

Stocks 98.7%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.8%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.3%

 

ade59

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 0.4%

Origin Energy Ltd.

61,798

$ 853,735

Spark Infrastructure Group unit

347,458

524,899

TOTAL AUSTRALIA

1,378,634

Bermuda - 1.1%

Cheung Kong Infrastructure Holdings Ltd.

238,000

1,412,604

Giordano International Ltd.

732,000

638,725

Jardine Matheson Holdings Ltd.

16,400

814,260

Kunlun Energy Co. Ltd.

592,000

1,043,810

Man Wah Holdings Ltd.

510,000

265,562

TOTAL BERMUDA

4,174,961

Cayman Islands - 3.3%

AirMedia Group, Inc. ADR (a)

122,200

348,270

ASM Pacific Technology Ltd.

89,300

1,209,673

Baidu.com, Inc. sponsored ADR (a)

7,500

995,250

Bosideng International Holdings Ltd.

1,470,000

424,404

Changyou.com Ltd. (A Shares) ADR (a)

12,000

290,640

China Lodging Group Ltd. ADR (a)

29,900

380,627

China Metal Recycling (Holdings) Ltd.

1,020,600

1,170,737

Country Garden Holdings Co. Ltd.

2,602,000

1,130,189

Home Inns & Hotels Management, Inc. sponsored ADR (a)

5,900

140,184

International Taifeng Holdings Ltd.

1,456,000

450,388

Kingboard Laminates Holdings Ltd.

329,000

153,504

LDK Solar Co. Ltd. sponsored ADR (a)(d)

29,200

92,856

Lee & Man Paper Manufacturing Ltd.

1,429,000

670,421

Microport Scientific Corp.

506,000

238,696

NVC Lighting Holdings Ltd.

190,000

69,058

Qihoo 360 Technology Co. Ltd. ADR (a)(d)

17,000

417,690

Samson Holding Ltd.

940,000

124,790

Sands China Ltd.

585,200

2,300,478

SOHO China Ltd.

1,534,500

1,192,609

Spreadtrum Communications, Inc. ADR (d)

23,200

320,160

Youyuan International Holdings Ltd.

1,946,000

484,077

TOTAL CAYMAN ISLANDS

12,604,701

China - 14.0%

Agricultural Bank China Ltd. (H Shares)

4,254,000

2,023,195

Angang Steel Co. Ltd. (H Shares)

552,000

377,787

China CITIC Bank Corp. Ltd. (H Shares)

4,065,000

2,588,221

China Communications Construction Co. Ltd. (H Shares)

3,724,000

3,743,847

China Communications Services Corp. Ltd. (H Shares)

5,462,000

2,808,914

China Construction Bank Corp. (H Shares)

11,546,000

8,988,399

Common Stocks - continued

Shares

Value

China - continued

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

1,874,000

$ 625,580

China Merchants Bank Co. Ltd. (H Shares)

1,456,000

3,160,220

China Minsheng Banking Corp. Ltd. (H Shares)

4,101,500

4,255,518

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

535,800

1,750,631

China Petroleum & Chemical Corp. (H Shares)

6,842,000

7,266,963

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

1,841,000

600,327

China Southern Airlines Ltd. (H Shares) (a)

3,542,000

1,593,264

China Suntien Green Energy Corp. Ltd. (H Shares)

838,000

163,093

Dongfeng Motor Group Co. Ltd. (H Shares)

1,300,000

2,563,590

Harbin Power Equipment Co. Ltd. (H Shares)

1,478,000

1,541,121

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

10,594,000

7,072,999

Metallurgical Corp. China Ltd. (H Shares)

1,804,000

402,250

Shanghai Jin Jiang International Hotel Co. Ltd. (H Shares)

2,656,000

390,253

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

2,940,000

1,023,116

Weichai Power Co. Ltd. (H Shares)

128,000

602,992

TOTAL CHINA

53,542,280

Hong Kong - 15.5%

AIA Group Ltd.

1,826,400

6,497,089

BYD Electronic International Co. Ltd. (a)

547,500

165,125

Cathay Pacific Airways Ltd.

1,573,000

2,668,078

China Insurance International Holdings Co. Ltd. (a)

716,200

1,493,574

China Mobile Ltd.

1,003,500

11,102,246

China Unicom Ltd.

1,568,000

2,742,396

Citic Pacific Ltd.

930,000

1,531,890

CNOOC Ltd.

3,844,500

8,124,000

Henderson Land Development Co. Ltd.

287,000

1,635,001

HKT Trust / HKT Ltd. unit

711,942

553,319

Lenovo Group Ltd.

2,616,000

2,515,304

New World Development Co. Ltd.

2,938,838

3,662,823

PCCW Ltd.

7,844,000

2,921,792

Power Assets Holdings Ltd.

727,500

5,438,446

Sino-Ocean Land Holdings Ltd.

1,045,500

487,805

Sinotruk Hong Kong Ltd.

2,905,500

1,771,315

Sun Hung Kai Properties Ltd.

444,000

5,356,396

Techtronic Industries Co. Ltd.

342,000

413,028

TOTAL HONG KONG

59,079,627

India - 7.6%

Aditya Birla Nuvo Ltd.

24,656

434,084

Apollo Tyres Ltd.

567,802

974,638

Axis Bank Ltd.

131,200

2,757,654

Common Stocks - continued

Shares

Value

India - continued

Canara Bank

195,600

$ 1,621,551

Chennai Petroleum Corp. Ltd.

42,318

120,690

Deccan Chronicle Holdings Ltd. (a)

367,274

278,602

Dena Bank

289,157

511,440

Exide Industries Ltd.

144,079

353,734

Gateway Distriparks Ltd.

178,612

512,791

Grasim Industries Ltd.

40,319

2,104,962

HCL Infosystems Ltd.

344,917

292,097

Hindalco Industries Ltd.

643,053

1,474,388

Hindustan Unilever Ltd.

246,359

1,953,470

Housing Development and Infrastructure Ltd. (a)

129,674

198,334

ICSA (India) Ltd.

186,602

66,258

Indian Overseas Bank

467,582

775,086

Ipca Laboratories Ltd.

60,133

412,704

Jubilant Industries Ltd.

5,873

29,914

Jubilant Life Sciences Ltd.

101,017

347,273

NIIT Technologies Ltd.

77,144

382,095

Page Industries Ltd.

3,278

194,707

Piramal Healthcare Ltd.

82,535

686,342

Polaris Financial Technology Ltd.

100,621

250,669

Ranbaxy Laboratories Ltd.

60,542

578,118

Reliance Infrastructure Ltd.

37,973

380,487

Rolta India Ltd.

202,090

335,953

SREI Infrastructure Finance Ltd.

1,190,428

582,047

Strides Arcolab Ltd.

28,646

365,982

Syndicate Bank

176,416

348,712

Tata Chemicals Ltd.

46,187

294,890

Tata Consultancy Services Ltd.

170,307

4,031,230

Tata Motors Ltd. Class A

975,219

3,349,798

Tata Steel Ltd.

190,208

1,674,546

Tech Mahindra Ltd.

31,238

416,240

TOTAL INDIA

29,091,486

Indonesia - 5.4%

PT Astra International Tbk

437,500

3,379,849

PT Bank Mandiri (Persero) Tbk

3,565,500

2,870,866

PT Bank Rakyat Indonesia Tbk

6,129,000

4,434,780

PT BISI International Tbk

1,735,500

158,622

PT Global Mediacom Tbk

3,804,000

687,083

PT Gudang Garam Tbk

228,500

1,471,868

PT Indosat Tbk

567,000

299,217

PT Media Nusantara Citra Tbk

697,500

170,761

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Telkomunikasi Indonesia Tbk Series B

3,018,000

$ 2,782,798

PT Tower Bersama Infrastructure Tbk

1,977,000

656,096

PT Unilever Indonesia Tbk

782,500

1,690,074

PT United Tractors Tbk

505,000

1,626,462

PT XL Axiata Tbk

700,500

411,588

TOTAL INDONESIA

20,640,064

Korea (South) - 23.1%

BS Financial Group, Inc.

323,780

3,337,717

Cheil Worldwide, Inc.

67,400

1,174,897

Chong Kun Dang Pharmaceutical Corp.

29,390

413,495

CJ CheilJedang Corp.

9,381

3,104,519

Daewoo Securities Co. Ltd.

49,470

503,400

DGB Financial Group Co. Ltd.

86,140

1,009,937

Dongbu Insurance Co. Ltd.

38,130

1,525,032

Doosan Co. Ltd.

12,803

1,563,380

Hana Financial Group, Inc.

129,540

4,453,162

Hanjin Shipping Co. Ltd.

25,530

351,281

Hotel Shilla Co.

22,750

1,064,904

Hyundai Department Store Co. Ltd.

16,060

2,266,626

Hyundai Fire & Marine Insurance Co. Ltd.

20,500

526,048

Hyundai Heavy Industries Co. Ltd.

8,852

2,216,672

Hyundai Merchant Marine Co. Ltd.

19,350

492,258

Hyundai Motor Co.

30,658

7,283,862

ICD Co. Ltd.

16,032

325,570

Industrial Bank of Korea

92,000

1,017,587

Korea Electric Power Corp. (a)

89,840

1,723,488

Korean Air Lines Co. Ltd.

12,661

498,542

LG International Corp.

31,874

1,305,844

LIG Non-Life Insurance Co. Ltd.

16,970

352,877

Lotte Samkang Co. Ltd.

2,877

1,227,045

Lotte Shopping Co. Ltd.

4,256

1,321,850

Nong Shim Co. Ltd.

2,179

436,716

OCI Co. Ltd.

5,824

1,102,830

Orion Corp.

1,455

1,156,147

Poongsan Corp.

9,966

265,437

POSCO

15,656

5,186,497

Samsung Electronics Co. Ltd.

22,716

27,939,597

Samsung Fire & Marine Insurance Co. Ltd.

17,703

3,383,563

Samsung Heavy Industries Ltd.

107,320

3,959,955

SK Chemicals Co. Ltd.

30,094

1,499,208

SK Energy Co. Ltd.

16,413

2,294,662

Common Stocks - continued

Shares

Value

Korea (South) - continued

SK Holdings Co. Ltd.

8,540

$ 918,138

Sungwoo Hitech Co. Ltd.

78,679

887,652

TOTAL KOREA (SOUTH)

88,090,395

Malaysia - 0.5%

Genting Malaysia Bhd

1,181,600

1,499,701

Glomac Bhd

1,577,300

435,315

TOTAL MALAYSIA

1,935,016

Mauritius - 0.4%

Golden Agri-Resources Ltd.

2,385,000

1,416,374

Philippines - 1.0%

BDO Unibank, Inc.

754,780

1,185,022

Globe Telecom, Inc.

20,970

558,006

Manila Water Co., Inc.

2,163,800

1,267,541

PUREGOLD Price Club, Inc.

436,600

250,580

Security Bank Corp.

137,240

465,441

TOTAL PHILIPPINES

3,726,590

Singapore - 4.7%

Avago Technologies Ltd.

29,400

1,013,712

CapitaMall Trust

1,111,000

1,615,804

China Minzhong Food Corp. Ltd. (a)

233,000

158,138

City Developments Ltd.

270,000

2,212,096

DBS Group Holdings Ltd.

327,000

3,688,377

First Resources Ltd.

786,000

1,193,940

Keppel Corp. Ltd.

403,600

3,603,426

Mapletree Industrial (REIT)

433,000

395,338

Mapletree Logistics Trust (REIT)

1,313,000

1,039,664

Olam International Ltd.

622,000

1,140,823

UOL Group Ltd.

346,000

1,263,621

Yanlord Land Group Ltd.

706,000

661,706

TOTAL SINGAPORE

17,986,645

Taiwan - 11.1%

Advanced Semiconductor Engineering, Inc.

2,448,000

2,466,213

Asia Cement Corp.

1,922,300

2,317,573

Chicony Electronics Co. Ltd.

999,000

1,953,113

Chipbond Technology Corp.

256,000

347,714

Compal Electronics, Inc.

2,266,000

2,611,477

E.Sun Financial Holdings Co. Ltd.

3,610,568

1,919,527

EVA Airways Corp.

1,585,900

954,641

Common Stocks - continued

Shares

Value

Taiwan - continued

Formosa Plastics Corp.

934,000

$ 2,658,961

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,550,900

4,915,217

Insyde Software Corp.

131,195

607,488

Lite-On Technology Corp.

623,000

761,789

Lung Yen Life Service Co. Ltd.

37,000

112,440

Macronix International Co. Ltd.

1,307,000

432,155

Taichung Commercial Bank Co. Ltd.

23,640

7,427

Taiwan Semiconductor Manufacturing Co. Ltd.

5,277,393

15,626,678

United Microelectronics Corp.

2,479,000

1,299,078

Wistron Corp.

1,963,100

2,952,562

Yang Ming Marine Transport Corp.

918,000

390,437

TOTAL TAIWAN

42,334,490

Thailand - 6.1%

Advanced Info Service PCL (For. Reg.)

444,100

2,642,507

Banpu PCL (For. Reg.)

197,400

3,568,668

Charoen Pokphand Foods PCL (For. Reg.)

1,524,400

2,019,811

LPN Development PCL (For. Reg.)

3,834,100

2,156,720

PTT Global Chemical PCL (For. Reg.)

1,239,067

2,769,821

PTT PCL (For. Reg.)

345,600

3,944,256

Siam Commercial Bank PCL (For. Reg.)

477,600

2,407,023

Siam Makro PCL (For. Reg.)

61,100

760,894

Thai Union Frozen Products PCL:

rights 5/18/12 (a)

121,020

89,521

(For. Reg.)

605,100

1,431,345

Total Access Communication PCL

263,900

699,335

Total Access Communication PCL unit

220,200

590,684

TOTAL THAILAND

23,080,585

United Kingdom - 1.4%

HSBC Holdings PLC (Hong Kong)

460,878

4,167,422

Standard Chartered PLC (Hong Kong)

38,300

945,326

Vedanta Resources PLC

16,100

318,025

TOTAL UNITED KINGDOM

5,430,773

United States of America - 1.6%

China Natural Gas, Inc. (a)(d)

13,300

21,280

Citigroup, Inc.

27,400

905,296

Cognizant Technology Solutions Corp. Class A (a)

49,300

3,614,676

Cree, Inc. (a)

6,200

191,580

Common Stocks - continued

Shares

Value

United States of America - continued

Freeport-McMoRan Copper & Gold, Inc.

21,000

$ 804,300

Zhongpin, Inc. (a)

44,600

421,024

TOTAL UNITED STATES OF AMERICA

5,958,156

TOTAL COMMON STOCKS

(Cost $324,007,858)


370,470,777

Money Market Funds - 2.3%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

8,460,351

8,460,351

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

390,425

390,425

TOTAL MONEY MARKET FUNDS

(Cost $8,850,776)


8,850,776

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $332,858,634)

379,321,553

NET OTHER ASSETS (LIABILITIES) - 0.5%

2,075,545

NET ASSETS - 100%

$ 381,397,098

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 2,930

Fidelity Securities Lending Cash Central Fund

58,328

Total

$ 61,258

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 33,328,963

$ 33,328,963

$ -

$ -

Consumer Staples

20,149,969

20,060,448

89,521

-

Energy

27,379,877

11,988,914

15,390,963

-

Financials

106,975,587

102,808,165

4,167,422

-

Health Care

3,042,610

3,042,610

-

-

Industrials

34,835,275

34,835,275

-

-

Information Technology

78,993,363

59,601,394

19,391,969

-

Materials

26,227,490

18,936,031

7,291,459

-

Telecommunication Services

28,768,898

12,141,458

16,627,440

-

Utilities

10,768,745

9,045,257

1,723,488

-

Money Market Funds

8,850,776

8,850,776

-

-

Total Investments in Securities:

$ 379,321,553

$ 314,639,291

$ 64,682,262

$ -

Transfers from Level 2 to Level 1 during the period were $202,290,573.

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

Investments in Securities:

Beginning Balance

$ 530,170

Total Realized Gain (Loss)

(2,615,091)

Total Unrealized Gain (Loss)

2,315,439

Cost of Purchases

-

Proceeds of Sales

(204,982)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(25,536)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ -

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $380,062) - See accompanying schedule:

Unaffiliated issuers (cost $324,007,858)

$ 370,470,777

 

Fidelity Central Funds (cost $8,850,776)

8,850,776

 

Total Investments (cost $332,858,634)

 

$ 379,321,553

Cash

 

2,989

Foreign currency held at value (cost $54,310)

54,463

Receivable for investments sold

2,483,275

Receivable for fund shares sold

272,103

Dividends receivable

841,401

Distributions receivable from Fidelity Central Funds

11,635

Prepaid expenses

445

Other receivables

186,757

Total assets

383,174,621

 

 

 

Liabilities

Payable for fund shares redeemed

$ 813,672

Accrued management fee

223,675

Distribution and service plan fees payable

139,802

Other affiliated payables

101,020

Other payables and accrued expenses

108,929

Collateral on securities loaned, at value

390,425

Total liabilities

1,777,523

 

 

 

Net Assets

$ 381,397,098

Net Assets consist of:

 

Paid in capital

$ 345,289,425

Accumulated net investment loss

(605,427)

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

(9,726,920)

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

46,440,020

Net Assets

$ 381,397,098

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($176,355,117 ÷ 6,138,281 shares)

$ 28.73

 

 

 

Maximum offering price per share (100/94.25 of $28.73)

$ 30.48

Class T:
Net Asset Value
and redemption price per share ($54,462,528 ÷ 1,942,581 shares)

$ 28.04

 

 

 

Maximum offering price per share (100/96.50 of $28.04)

$ 29.06

Class B:
Net Asset Value
and offering price per share ($18,538,799 ÷ 693,065 shares)A

$ 26.75

 

 

 

Class C:
Net Asset Value
and offering price per share ($77,680,425 ÷ 2,931,007 shares)A

$ 26.50

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($54,360,229 ÷ 1,843,624 shares)

$ 29.49

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.

Semiannual Report

Statement of Operations

 

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 3,129,131

Income from Fidelity Central Funds

 

61,258

Income before foreign taxes withheld

 

3,190,389

Less foreign taxes withheld

 

(284,532)

Total income

 

2,905,857

 

 

 

Expenses

Management fee

$ 1,324,797

Transfer agent fees

502,867

Distribution and service plan fees

837,795

Accounting and security lending fees

96,986

Custodian fees and expenses

129,136

Independent trustees' compensation

1,126

Registration fees

78,354

Audit

45,846

Legal

713

Interest

470

Miscellaneous

2,029

Total expenses before reductions

3,020,119

Expense reductions

(45,480)

2,974,639

Net investment income (loss)

(68,782)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(8,354,086)

Foreign currency transactions

13,280

Total net realized gain (loss)

 

(8,340,806)

Change in net unrealized appreciation (depreciation) on:

Investment securities

28,465,838

Assets and liabilities in foreign currencies

(7,821)

Total change in net unrealized appreciation (depreciation)

 

28,458,017

Net gain (loss)

20,117,211

Net increase (decrease) in net assets resulting from operations

$ 20,048,429

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (68,782)

$ 3,977,993

Net realized gain (loss)

(8,340,806)

22,771,263

Change in net unrealized appreciation (depreciation)

28,458,017

(61,670,156)

Net increase (decrease) in net assets resulting
from operations

20,048,429

(34,920,900)

Distributions to shareholders from net investment income

(3,170,796)

(1,974,190)

Distributions to shareholders from net realized gain

(16,643,900)

(23,691,402)

Total distributions

(19,814,696)

(25,665,592)

Share transactions - net increase (decrease)

(3,315,248)

32,289,855

Redemption fees

22,479

135,689

Total increase (decrease) in net assets

(3,059,036)

(28,160,948)

 

 

 

Net Assets

Beginning of period

384,456,134

412,617,082

End of period (including accumulated net investment loss of $605,427 and undistributed net investment income of $2,634,151, respectively)

$ 381,397,098

$ 384,456,134

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 28.70

$ 32.97

$ 25.96

$ 15.74

$ 37.55

$ 22.48

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .35

  .25

  .19

  .19

  .24

Net realized and unrealized gain (loss)

  1.55

  (2.62)

  7.09

  10.07

  (18.72)

  16.64

Total from investment operations

  1.57

  (2.27)

  7.34

  10.26

  (18.53)

  16.88

Distributions from net investment income

  (.31)

  (.20)

  (.12)

  (.05)

  (.23)

  (.15)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.54)

  (2.01)

  (.34)

  (.05)

  (3.29)

  (1.83)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 28.73

$ 28.70

$ 32.97

$ 25.96

$ 15.74

$ 37.55

Total Return B, C, D

  5.85%

  (7.44)%

  28.53%

  65.43%

  (53.66)%

  80.43%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.42% A

  1.39%

  1.44%

  1.54%

  1.50%

  1.47%

Expenses net of fee waivers, if any

  1.42% A

  1.39%

  1.44%

  1.50%

  1.50%

  1.47%

Expenses net of all reductions

  1.39% A

  1.35%

  1.40%

  1.41%

  1.41%

  1.40%

Net investment income (loss)

  .16% A

  1.12%

  .86%

  .94%

  .73%

  .88%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 176,355

$ 179,346

$ 189,255

$ 131,564

$ 71,722

$ 152,630

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 27.98

$ 32.20

$ 25.40

$ 15.43

$ 36.88

$ 22.13

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

  .25

  .15

  .14

  .12

  .16

Net realized and unrealized gain (loss)

  1.51

  (2.55)

  6.94

  9.86

  (18.38)

  16.37

Total from investment operations

  1.49

  (2.30)

  7.09

  10.00

  (18.26)

  16.53

Distributions from net investment income

  (.20)

  (.12)

  (.08)

  (.04)

  (.14)

  (.12)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.43)

  (1.93)

  (.30)

  (.04)

  (3.20)

  (1.80)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 28.04

$ 27.98

$ 32.20

$ 25.40

$ 15.43

$ 36.88

Total Return B, C, D

  5.70%

  (7.70)%

  28.13%

  65.06%

  (53.79)%

  79.98%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.71% A

  1.70%

  1.74%

  1.84%

  1.80%

  1.79%

Expenses net of fee waivers, if any

  1.71% A

  1.69%

  1.74%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68% A

  1.65%

  1.70%

  1.66%

  1.66%

  1.67%

Net investment income (loss)

  (.13)% A

  .82%

  .55%

  .69%

  .48%

  .61%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 54,463

$ 55,452

$ 61,620

$ 45,259

$ 25,205

$ 64,813

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 26.62

$ 30.72

$ 24.29

$ 14.82

$ 35.55

$ 21.42

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.08)

  .10

  .02

  .04

  (.01)

  .03

Net realized and unrealized gain (loss)

  1.44

  (2.44)

  6.61

  9.45

  (17.68)

  15.79

Total from investment operations

  1.36

  (2.34)

  6.63

  9.49

  (17.69)

  15.82

Distributions from net investment income

  -

  -

  -

  (.03)

  -

  (.03)

Distributions from net realized gain

  (1.23)

  (1.77)

  (.21)

  -

  (3.05)

  (1.68)

Total distributions

  (1.23)

  (1.77)

  (.21)

  (.03)

  (3.05)

  (1.71)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 26.75

$ 26.62

$ 30.72

$ 24.29

$ 14.82

$ 35.55

Total Return B, C, D

  5.43%

  (8.16)%

  27.48%

  64.23%

  (54.01)%

  79.01%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.20% A

  2.19%

  2.24%

  2.32%

  2.29%

  2.28%

Expenses net of fee waivers, if any

  2.20% A

  2.18%

  2.24%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17% A

  2.15%

  2.20%

  2.16%

  2.16%

  2.17%

Net investment income (loss)

  (.62)% A

  .32%

  .06%

  .19%

  (.02)%

  .11%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,539

$ 20,831

$ 29,611

$ 25,750

$ 17,040

$ 40,775

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 26.44

$ 30.58

$ 24.19

$ 14.76

$ 35.48

$ 21.39

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.07)

  .11

  .03

  .04

  - J

  .04

Net realized and unrealized gain (loss)

  1.42

  (2.41)

  6.59

  9.41

  (17.63)

  15.76

Total from investment operations

  1.35

  (2.30)

  6.62

  9.45

  (17.63)

  15.80

Distributions from net investment income

  (.06)

  (.04)

  (.02)

  (.03)

  (.04)

  (.05)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.29)

  (1.85)

  (.24)

  (.03)

  (3.10)

  (1.73)

Redemption fees added to paid in capital E

  - J

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 26.50

$ 26.44

$ 30.58

$ 24.19

$ 14.76

$ 35.48

Total Return B, C, D

  5.45%

  (8.10)%

  27.58%

  64.21%

  (54.02)%

  79.05%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.16% A

  2.13%

  2.17%

  2.28%

  2.25%

  2.21%

Expenses net of fee waivers, if any

  2.16% A

  2.13%

  2.17%

  2.25%

  2.25%

  2.21%

Expenses net of all reductions

  2.14% A

  2.10%

  2.13%

  2.16%

  2.16%

  2.13%

Net investment income (loss)

  (.58)% A

  .37%

  .12%

  .19%

  (.02)%

  .14%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 77,680

$ 78,939

$ 87,089

$ 59,491

$ 30,577

$ 82,070

Portfolio turnover rate G

  77% A

  119%

  138%

  91%

  92% I

  66%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.49

$ 33.80

$ 26.58

$ 16.07

$ 38.25

$ 22.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .07

  .46

  .34

  .26

  .27

  .34

Net realized and unrealized gain (loss)

  1.58

  (2.69)

  7.26

  10.29

  (19.09)

  16.92

Total from investment operations

  1.65

  (2.23)

  7.60

  10.55

  (18.82)

  17.26

Distributions from net investment income

  (.42)

  (.29)

  (.17)

  (.05)

  (.31)

  (.19)

Distributions from net realized gain

  (1.23)

  (1.81)

  (.22)

  -

  (3.06)

  (1.68)

Total distributions

  (1.65)

  (2.09) J

  (.39)

  (.05)

  (3.37)

  (1.87)

Redemption fees added to paid in capital D

  - I

  .01

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 29.49

$ 29.49

$ 33.80

$ 26.58

$ 16.07

$ 38.25

Total Return B, C

  5.99%

  (7.13)%

  28.87%

  65.94%

  (53.53)%

  80.97%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  1.11% A

  1.10%

  1.14%

  1.25%

  1.20%

  1.16%

Expenses net of fee waivers, if any

  1.11% A

  1.10%

  1.14%

  1.25%

  1.20%

  1.16%

Expenses net of all reductions

  1.09% A

  1.06%

  1.10%

  1.16%

  1.11%

  1.08%

Net investment income (loss)

  .47% A

  1.41%

  1.16%

  1.18%

  1.03%

  1.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 54,360

$ 49,888

$ 45,042

$ 23,888

$ 5,933

$ 16,300

Portfolio turnover rate F

  77% A

  119%

  138%

  91%

  92% H

  66%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.01 per share.

J Total distributions of $2.09 per share is comprised of distributions from net investment income of $.288 and distributions from net realized gain of $1.805 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

Semiannual Report

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC) 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

$ 64,400,868

Gross unrealized depreciation

(19,554,050)

Net unrealized appreciation (depreciation) on securities and other investments

$ 44,846,818

 

 

Tax cost

$ 334,474,735

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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 $143,496,366 and $172,534,082, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 219,946

$ 5,655

Class T

.25%

.25%

135,526

1,091

Class B

.75%

.25%

97,112

72,967

Class C

.75%

.25%

385,211

62,505

 

 

 

$ 837,795

$ 142,218

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 52,230

Class T

10,568

Class B*

21,013

Class C*

8,150

 

$ 91,961

* 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 237,822

.27

Class T

84,127

.31

Class B

29,123

.30

Class C

100,920

.26

Institutional Class

50,875

.21

 

$ 502,867

 

* Annualized

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 each 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 $55 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 Loan
Balance

Weighted
Average Interest
Rate

Interest Expense

Borrower

$ 5,439,222

.35%

$ 470

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $559 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $58,328. During the period, there were no securities loaned to FCM.

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 $45,480 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 1,898,062

$ 1,195,236

Class T

399,039

238,089

Class C

179,759

129,641

Institutional Class

693,936

411,224

Total

$ 3,170,796

$ 1,974,190

From net realized gain

 

 

Class A

$ 7,604,613

$ 10,575,420

Class T

2,417,821

3,522,540

Class B

945,064

1,697,909

Class C

3,624,620

5,318,244

Institutional Class

2,051,782

2,577,289

Total

$ 16,643,900

$ 23,691,402

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

666,457

2,202,556

$ 18,651,183

$ 71,049,522

Reinvestment of distributions

303,306

309,654

8,125,557

9,819,123

Shares redeemed

(1,079,433)

(2,005,332)

(29,866,716)

(62,867,653)

Net increase (decrease)

(109,670)

506,878

$ (3,089,976)

$ 18,000,992

Class T

 

 

 

 

Shares sold

163,150

487,526

$ 4,429,328

$ 15,326,473

Reinvestment of distributions

105,155

118,542

2,751,895

3,673,606

Shares redeemed

(307,421)

(538,208)

(8,322,987)

(16,492,902)

Net increase (decrease)

(39,116)

67,860

$ (1,141,764)

$ 2,507,177

Class B

 

 

 

 

Shares sold

9,384

65,556

$ 246,078

$ 2,016,841

Reinvestment of distributions

30,756

44,891

769,523

1,329,672

Shares redeemed

(129,586)

(291,995)

(3,357,223)

(8,641,379)

Net increase (decrease)

(89,446)

(181,548)

$ (2,341,622)

$ (5,294,866)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class C

 

 

 

 

Shares sold

213,350

976,733

$ 5,458,684

$ 29,282,683

Reinvestment of distributions

125,179

152,906

3,103,186

4,496,965

Shares redeemed

(392,568)

(992,268)

(10,013,769)

(28,874,366)

Net increase (decrease)

(54,039)

137,371

$ (1,451,899)

$ 4,905,282

Institutional Class

 

 

 

 

Shares sold

613,468

1,196,148

$ 17,584,228

$ 38,645,718

Reinvestment of distributions

64,226

57,110

1,763,657

1,854,949

Shares redeemed

(525,998)

(893,992)

(14,637,872)

(28,329,397)

Net increase (decrease)

151,696

359,266

$ 4,710,013

$ 12,171,270

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

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-USAN-0612
1.784874.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Emerging Markets
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.30

$ 7.94

Hypothetical A

 

$ 1,000.00

$ 1,017.11

$ 7.82

Class T

1.82%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.30

$ 9.25

Hypothetical A

 

$ 1,000.00

$ 1,015.81

$ 9.12

Class B

2.31%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.90

$ 11.73

Hypothetical A

 

$ 1,000.00

$ 1,013.38

$ 11.56

Class C

2.31%

 

 

 

Actual

 

$ 1,000.00

$ 1,042.00

$ 11.73

Hypothetical A

 

$ 1,000.00

$ 1,013.38

$ 11.56

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.60

$ 6.31

Hypothetical A

 

$ 1,000.00

$ 1,018.70

$ 6.22

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

5.1

4.3

Hyundai Motor Co. (Korea (South), Automobiles)

2.0

2.2

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

1.6

1.4

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.5

1.2

CNOOC Ltd. (Hong Kong, Oil, Gas & Consumable Fuels)

1.4

1.9

 

11.6

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.3

23.6

Information Technology

14.7

11.4

Energy

13.4

14.2

Consumer Discretionary

12.4

10.7

Materials

9.8

11.1

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Korea (South)

20.5

20.2

Brazil

10.9

15.1

Indonesia

6.9

5.3

Taiwan

6.7

6.7

China

6.3

8.5

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 98.9%

 

ade15

Stocks 98.2%

 

ade68

Bonds 0.1%

 

ade70

Bonds 0.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.8%

 

ade74

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value

Bailiwick of Guernsey - 0.2%

Chariot Oil & Gas Ltd. (a)(d)

415,951

$ 1,194,980

Bailiwick of Jersey - 0.2%

Randgold Resources Ltd. sponsored ADR

12,850

1,145,578

Bermuda - 2.8%

African Minerals Ltd. (a)

189,600

1,600,247

Aquarius Platinum Ltd.:

(Australia)

27,438

62,318

(United Kingdom)

227,289

479,587

Cheung Kong Infrastructure Holdings Ltd.

337,000

2,000,200

Credicorp Ltd. (NY Shares)

31,600

4,136,756

Digital China Holdings Ltd. (H Shares)

1,058,000

2,007,277

Great Eagle Holdings Ltd.

367,000

1,083,217

Kunlun Energy Co. Ltd.

1,840,000

3,244,276

TOTAL BERMUDA

14,613,878

Brazil - 10.9%

Banco do Brasil SA

196,900

2,435,749

Banco Do Est Rio Grande Sul SA

283,000

2,452,672

BM&F Bovespa SA

412,700

2,320,984

BR Malls Participacoes SA

262,100

3,256,054

BR Properties SA

87,500

1,085,631

Brasil Brokers Participacoes SA

113,800

389,254

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

16,500

775,995

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

119,500

5,016,610

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

89,800

3,525,762

Companhia de Saneamento de Minas Gerais

86,700

2,022,689

Eletropaulo Metropolitana SA (PN-B)

150,900

2,308,446

JBS SA (a)

356,700

1,403,483

Klabin SA (PN) (non-vtg.)

339,100

1,625,986

Localiza Rent A Car SA

132,600

2,264,318

Marfrig Alimentos SA

171,600

944,356

MMX Mineracao e Metalicos SA (a)

202,200

939,848

MMX Mineracao e Metalicos SA (a)

269,000

574,367

Multiplan Empreendimentos Imobiliarios SA

66,600

1,572,279

Multiplus SA

124,924

2,706,692

OGX Petroleo e Gas Participacoes SA (a)

617,300

4,284,489

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR

207,010

4,587,342

Tegma Gestao Logistica SA

90,600

1,378,380

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

170,000

$ 3,861,711

Vale SA (PN-A) sponsored ADR

211,210

4,568,472

TOTAL BRAZIL

56,301,569

British Virgin Islands - 0.7%

Gem Diamonds Ltd. (a)

174,400

733,148

Mail.ru Group Ltd. GDR (a)(e)

68,500

2,962,625

TOTAL BRITISH VIRGIN ISLANDS

3,695,773

Canada - 0.5%

First Quantum Minerals Ltd.

129,800

2,696,528

Cayman Islands - 5.8%

Baidu.com, Inc. sponsored ADR (a)

22,915

3,040,821

Changyou.com Ltd. (A Shares) ADR (a)(d)

18,800

455,336

China Liansu Group Holdings Ltd.

2,478,000

1,558,601

China Metal Recycling (Holdings) Ltd.

1,468,200

1,684,182

China Shanshui Cement Group Ltd.

3,369,000

2,731,275

Country Garden Holdings Co. Ltd.

4,643,000

2,016,705

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

74,563

2,125,046

Focus Media Holding Ltd. ADR (d)

40,400

965,156

Lee & Man Paper Manufacturing Ltd.

3,563,000

1,671,595

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)

153,400

2,380,768

Mongolian Mining Corp. (a)

1,295,000

1,043,191

NetEase.com, Inc. sponsored ADR (a)

41,000

2,473,120

Shanda Games Ltd. sponsored ADR

328,450

1,740,785

Shenguan Holdings Group Ltd.

30,000

16,240

Shenzhou International Group Holdings Ltd.

1,508,000

2,837,710

SOHO China Ltd.

2,099,000

1,631,337

Vinda International Holdings Ltd.

1,074,000

1,913,049

TOTAL CAYMAN ISLANDS

30,284,917

Chile - 1.0%

CFR Pharmaceuticals SA

8,064,456

2,013,205

Compania Cervecerias Unidas SA sponsored ADR

25,100

1,797,662

Embotelladora Andina SA:

Class A

219,129

993,782

Class B

94,864

502,578

TOTAL CHILE

5,307,227

China - 6.3%

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

786,800

1,174,321

China CITIC Bank Corp. Ltd. (H Shares)

6,113,000

3,892,200

China Communications Construction Co. Ltd. (H Shares)

3,781,000

3,801,151

Common Stocks - continued

Shares

Value

China - continued

China Communications Services Corp. Ltd. (H Shares)

6,118,000

$ 3,146,272

China Minsheng Banking Corp. Ltd. (H Shares)

4,886,000

5,069,477

China Petroleum & Chemical Corp.:

(H Shares)

2,400,000

2,549,066

sponsored ADR (H Shares) (d)

14,600

1,539,862

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

6,881,000

2,243,809

China Southern Airlines Ltd. (H Shares) (a)

3,878,000

1,744,404

Great Wall Motor Co. Ltd. (H Shares)

1,614,000

3,486,514

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

6,998,000

1,614,510

Yantai Changyu Pioneer Wine Co. (B Shares)

227,939

2,409,053

TOTAL CHINA

32,670,639

Colombia - 1.6%

Almacenes Exito SA

106,063

1,721,198

BanColombia SA sponsored ADR

24,400

1,655,052

Ecopetrol SA ADR (d)

73,900

4,781,330

TOTAL COLOMBIA

8,157,580

Czech Republic - 1.0%

Ceske Energeticke Zavody A/S

76,450

3,082,913

Philip Morris CR A/S

3,397

1,973,312

TOTAL CZECH REPUBLIC

5,056,225

Hong Kong - 4.8%

AIA Group Ltd.

521,600

1,855,498

China Mobile Ltd.

643,500

7,119,377

China Power International Development Ltd.

9,636,000

2,185,865

CNOOC Ltd.

3,536,000

7,472,094

Dah Chong Hong Holdings Ltd.

3,000

3,194

Guangdong Investment Ltd.

3,516,000

2,587,610

Lenovo Group Ltd.

3,620,000

3,480,657

Singamas Container Holdings Ltd.

1,220,000

366,378

TOTAL HONG KONG

25,070,673

Hungary - 0.5%

Magyar Telekom PLC

1,074,676

2,708,955

India - 4.3%

Bank of Baroda

209,047

3,056,020

Bharat Petroleum Corp. Ltd.

142,378

1,813,079

Hero Motocorp Ltd.

50,888

2,165,433

Hindustan Unilever Ltd.

376,237

2,983,321

Housing Development and Infrastructure Ltd. (a)

944,681

1,444,870

Common Stocks - continued

Shares

Value

India - continued

Tata Motors Ltd.

749,277

$ 4,481,489

Tata Steel Ltd.

388,190

3,417,532

Ultratech Cemco Ltd.

105,054

2,842,333

TOTAL INDIA

22,204,077

Indonesia - 6.9%

PT Adaro Energy Tbk

3,802,500

769,561

PT AKR Corporindo Tbk

576,500

258,752

PT Astra International Tbk

622,500

4,809,042

PT Bank Mandiri (Persero) Tbk

3,669,000

2,954,203

PT Bank Rakyat Indonesia Tbk

5,943,500

4,300,557

PT Bank Tabungan Negara Tbk

27,500

4,129

PT Bumi Serpong Damai Tbk

11,588,100

1,803,056

PT BW Plantation Tbk

4,889,500

819,306

PT Ciputra Development Tbk

14,439,000

1,194,020

PT Gadjah Tunggal Tbk

4,696,500

1,315,868

PT Global Mediacom Tbk

4,665,000

842,598

PT Harum Energy Tbk

205,500

159,874

PT Indocement Tunggal Prakarsa Tbk

1,282,000

2,517,828

PT Media Nusantara Citra Tbk

1,175,000

287,661

PT Mitra Adiperkasa Tbk

2,202,500

1,665,565

PT Resource Alam Indonesia Tbk

949,500

635,376

PT Sampoerna Agro Tbk

1,399,500

498,707

PT Semen Gresik (Persero) Tbk

1,299,500

1,717,961

PT Summarecon Agung Tbk

9,495,000

1,787,318

PT Tower Bersama Infrastructure Tbk

9,290,500

3,083,186

PT United Tractors Tbk

786,500

2,533,094

PT XL Axiata Tbk

2,737,500

1,608,454

TOTAL INDONESIA

35,566,116

Ireland - 0.1%

Dragon Oil PLC

54,023

514,271

Israel - 0.3%

Bezeq Israeli Telecommunication Corp. Ltd.

990,700

1,657,833

Kazakhstan - 0.3%

JSC Halyk Bank of Kazakhstan GDR unit (a)

80,299

542,018

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

37,200

744,000

TOTAL KAZAKHSTAN

1,286,018

Korea (South) - 20.5%

CJ CheilJedang Corp.

10,123

3,350,074

CJ Corp.

242

16,724

Common Stocks - continued

Shares

Value

Korea (South) - continued

Daelim Industrial Co.

22,754

$ 2,114,076

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

96,570

2,708,788

Dongbu Insurance Co. Ltd.

55,282

2,211,036

Hana Financial Group, Inc.

133,840

4,600,982

Hi-Mart Co. Ltd.

24,763

1,279,646

Hotel Shilla Co.

63,810

2,986,882

Hyundai Department Store Co. Ltd.

18,839

2,658,839

Hyundai Fire & Marine Insurance Co. Ltd.

96,140

2,467,037

Hyundai Glovis Co. Ltd.

4,468

875,710

Hyundai Hysco Co. Ltd.

80,630

2,850,277

Hyundai Motor Co.

43,481

10,330,406

Hyundai Wia Corp.

9,277

1,387,292

Interflex Co. Ltd.

5,308

289,325

Kia Motors Corp.

78,019

5,757,580

Korea Investment Holdings Co. Ltd.

60,090

2,073,674

Korean Reinsurance Co.

109,767

1,330,656

KT&G Corp.

41,016

2,816,363

LG Chemical Ltd.

11,648

2,932,292

LIG Non-Life Insurance Co. Ltd.

68,970

1,434,173

Lotte Samkang Co. Ltd.

2,818

1,201,881

Mando Corp.

5,360

858,454

Nong Shim Co. Ltd.

10,795

2,163,538

Orion Corp.

4,756

3,779,129

Paradise Co. Ltd.

213,918

1,892,871

Samsung C&T Corp.

25,585

1,738,682

Samsung Electronics Co. Ltd.

21,668

26,650,613

Samsung Heavy Industries Ltd.

122,030

4,502,734

Shinhan Financial Group Co. Ltd.

140,012

4,893,684

Silicon Works Co. Ltd.

8,848

221,567

Sung Kwang Bend Co. Ltd.

56,824

1,166,523

TK Corp. (a)

20,452

554,677

Woongjin Coway Co. Ltd.

8,400

269,068

TOTAL KOREA (SOUTH)

106,365,253

Malaysia - 0.0%

IJM Plantation Bhd

78,900

85,537

Mexico - 1.4%

CEMEX SA de CV sponsored ADR (d)

511,680

3,699,446

Genomma Lab Internacional SA de CV (a)

564,100

994,997

Gruma SAB de CV Series B (a)

380,600

1,054,609

Common Stocks - continued

Shares

Value

Mexico - continued

Grupo Financiero Banorte SAB de CV Series O

285,600

$ 1,383,477

Grupo Modelo SAB de CV Series C

1,200

8,473

TOTAL MEXICO

7,141,002

Nigeria - 0.6%

Guaranty Trust Bank PLC GDR (Reg. S)

570,997

3,283,233

Panama - 0.6%

Copa Holdings SA Class A

36,328

2,953,830

Philippines - 1.1%

Globe Telecom, Inc.

4,465

118,813

International Container Terminal Services, Inc.

536,100

864,575

Manila Water Co., Inc.

962,800

564,002

Philippine National Bank (a)

1,149,780

2,053,325

Security Bank Corp.

558,940

1,895,611

TOTAL PHILIPPINES

5,496,326

Poland - 0.5%

KGHM Polska Miedz SA (Bearer)

53,700

2,363,996

Russia - 4.8%

Cherkizovo Group OJSC GDR (a)

101,994

1,331,022

Gazprom OAO sponsored ADR

471,725

5,410,686

Magnit OJSC

12,600

1,587,151

Mobile TeleSystems OJSC sponsored ADR

27,100

530,076

NOVATEK OAO GDR (Reg. S)

37,098

4,715,156

Sberbank (Savings Bank of the Russian Federation)

2,459,100

7,872,703

Tatneft OAO sponsored ADR

96,200

3,559,400

TOTAL RUSSIA

25,006,194

Singapore - 0.5%

Ezion Holdings Ltd.

1,022,000

718,410

First Resources Ltd.

1,293,000

1,964,077

TOTAL SINGAPORE

2,682,487

South Africa - 6.2%

African Bank Investments Ltd.

681,147

3,402,232

AVI Ltd.

135,100

837,210

Barloworld Ltd.

240,900

3,035,253

Capitec Bank Holdings Ltd.

400

11,417

Exxaro Resources Ltd.

75,400

2,006,660

Foschini Ltd.

208,224

3,447,556

Imperial Holdings Ltd.

187,551

4,070,759

Life Healthcare Group Holdings Ltd.

764,400

2,641,691

Common Stocks - continued

Shares

Value

South Africa - continued

Mpact Ltd.

248,800

$ 544,430

Mr Price Group Ltd.

188,000

2,542,762

Murray & Roberts Holdings Ltd. (a)

140,351

515,895

PSG Group Ltd. (f)

108,368

823,418

Sappi Ltd. (a)

598,329

2,167,000

Sasol Ltd.

22,700

1,078,616

Sasol Ltd. sponsored ADR

33,178

1,573,633

Tiger Brands Ltd.

92,800

3,400,360

TOTAL SOUTH AFRICA

32,098,892

Taiwan - 6.7%

Advanced Semiconductor Engineering, Inc.

526,000

529,913

Advanced Semiconductor Engineering, Inc. sponsored ADR

477,400

2,420,418

ASUSTeK Computer, Inc.

267,000

2,701,595

Catcher Technology Co. Ltd.

236,000

1,513,703

Chinatrust Financial Holding Co. Ltd.

203,712

130,311

Evergreen Marine Corp. (Taiwan)

1,746,000

1,030,053

Formosa Chemicals & Fibre Corp.

2,000

5,810

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,355,000

7,463,625

HTC Corp.

155,202

2,358,240

Pegatron Corp.

1,818,000

2,637,674

Radiant Opto-Electronics Corp.

183,000

772,046

Taiwan Semiconductor Manufacturing Co. Ltd.

2,463,534

7,294,672

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

65,600

1,022,048

TECO Electric & Machinery Co. Ltd.

1,037,000

761,166

Wistron Corp.

2,153,000

3,238,177

Yang Ming Marine Transport Corp.

975,000

414,680

Yieh Phui Enterprise Co.

1,293,000

445,709

TOTAL TAIWAN

34,739,840

Thailand - 4.1%

Advanced Info Service PCL (For. Reg.)

696,900

4,146,731

Asian Property Development PCL (For. Reg.)

5,555,400

1,237,343

Bangkok Expressway PCL (For.Reg.)

2,167,900

1,649,451

Bumrungrad Hospital PCL (For. Reg.)

291,700

578,563

Charoen Pokphand Foods PCL (For. Reg.)

1,585,700

2,101,033

PTT Global Chemical PCL (For. Reg.)

721,170

1,612,110

PTT PCL (For. Reg.)

418,300

4,773,965

Siam Commercial Bank PCL (For. Reg.)

884,300

4,456,722

Thai Tap Water Supply PCL

2,373,000

501,528

TOTAL THAILAND

21,057,446

Common Stocks - continued

Shares

Value

Turkey - 1.2%

Tekfen Holding A/S

254,000

$ 925,213

Turkiye Garanti Bankasi A/S

882,375

3,244,247

Turkiye Halk Bankasi A/S

315,000

2,205,179

TOTAL TURKEY

6,374,639

United Arab Emirates - 0.2%

NMC Health PLC

302,235

1,027,718

United Kingdom - 1.7%

Afren PLC (a)

251,900

549,915

Anglo American PLC (United Kingdom)

100

3,844

International Personal Finance PLC

618,414

2,687,033

Ophir Energy PLC

228,240

2,137,533

RusPetro PLC

262,500

805,261

Tullow Oil PLC

103,000

2,564,530

TOTAL UNITED KINGDOM

8,748,116

United States of America - 0.1%

Cognizant Technology Solutions Corp. Class A (a)

6,700

491,244

TOTAL COMMON STOCKS

(Cost $463,977,340)


510,048,590

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Russia - 0.5%

Surgutneftegaz JSC
(Cost $2,621,944)

3,713,200


2,473,107

Convertible Bonds - 0.1%

 

Principal Amount

 

Canada - 0.1%

Ivanplats Ltd. 8% 11/10/14 pay-in-kind (g)(h)
(Cost $355,749)

$ 343,000


355,725

Money Market Funds - 2.4%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

6,337,859

$ 6,337,859

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

6,195,379

6,195,379

TOTAL MONEY MARKET FUNDS

(Cost $12,533,238)


12,533,238

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $479,488,271)

525,410,660

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(7,073,917)

NET ASSETS - 100%

$ 518,336,743

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $2,962,625 or 0.6% of net assets.

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

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(h) 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 $355,725 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

3/28/12

$ 355,749

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

$ 2,926

Fidelity Securities Lending Cash Central Fund

19,966

Total

$ 22,892

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 62,723,113

$ 56,961,978

$ 4,481,489

$ 1,279,646

Consumer Staples

49,449,109

49,449,109

-

-

Energy

70,636,569

59,536,793

11,099,776

-

Financials

105,636,549

105,636,549

-

-

Health Care

7,256,174

7,256,174

-

-

Industrials

45,857,930

45,857,930

-

-

Information Technology

75,765,481

67,940,896

7,824,585

-

Materials

50,683,550

50,683,550

-

-

Telecommunication Services

24,119,697

17,000,320

7,119,377

-

Utilities

20,393,525

20,393,525

-

-

Corporate Bonds

355,725

-

-

355,725

Money Market Funds

12,533,238

12,533,238

-

-

Total Investments in Securities:

$ 525,410,660

$ 493,250,062

$ 30,525,227

$ 1,635,371

Transfers from Level 2 to Level 1 during the period were $156,948,900.

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

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(50,310)

Cost of Purchases

1,685,681

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 1,635,371

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ (50,310)

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,972,434) - See accompanying schedule:

Unaffiliated issuers (cost $466,955,033)

$ 512,877,422

 

Fidelity Central Funds (cost $12,533,238)

12,533,238

 

Total Investments (cost $479,488,271)

 

$ 525,410,660

Foreign currency held at value (cost $2)

2

Receivable for investments sold

5,204,760

Receivable for fund shares sold

562,355

Dividends receivable

2,462,458

Interest receivable

13,052

Distributions receivable from Fidelity Central Funds

3,744

Prepaid expenses

561

Other receivables

192,668

Total assets

533,850,260

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 7,175,671

Delayed delivery

24,845

Payable for fund shares redeemed

1,306,172

Accrued management fee

348,750

Distribution and service plan fees payable

150,279

Other affiliated payables

145,839

Other payables and accrued expenses

166,582

Collateral on securities loaned, at value

6,195,379

Total liabilities

15,513,517

 

 

 

Net Assets

$ 518,336,743

Net Assets consist of:

 

Paid in capital

$ 546,644,862

Distributions in excess of net investment income

(252,471)

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

(73,940,026)

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

45,884,378

Net Assets

$ 518,336,743

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($189,147,330 ÷ 8,884,577 shares)

$ 21.29

 

 

 

Maximum offering price per share (100/94.25 of $21.29)

$ 22.59

Class T:
Net Asset Value
and redemption price per share ($70,693,509 ÷ 3,327,539 shares)

$ 21.24

 

 

 

Maximum offering price per share (100/96.50 of $21.24)

$ 22.01

Class B:
Net Asset Value
and offering price per share ($19,738,619 ÷ 945,693 shares)A

$ 20.87

 

 

 

Class C:
Net Asset Value
and offering price per share ($77,194,224 ÷ 3,703,991 shares)A

$ 20.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($161,563,061 ÷ 7,562,590 shares)

$ 21.36

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 5,423,650

Interest

 

2,581

Income from Fidelity Central Funds

 

22,892

Income before foreign taxes withheld

 

5,449,123

Less foreign taxes withheld

 

(567,669)

Total income

 

4,881,454

 

 

 

Expenses

Management fee

$ 2,077,577

Transfer agent fees

719,557

Distribution and service plan fees

906,111

Accounting and security lending fees

133,953

Custodian fees and expenses

264,326

Independent trustees' compensation

1,542

Registration fees

64,147

Audit

47,981

Legal

981

Miscellaneous

2,665

Total expenses before reductions

4,218,840

Expense reductions

(248,853)

3,969,987

Net investment income (loss)

911,467

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

4,129,040

Foreign currency transactions

(277,011)

Total net realized gain (loss)

 

3,852,029

Change in net unrealized appreciation (depreciation) on:

Investment securities

18,805,263

Assets and liabilities in foreign currencies

24,110

Total change in net unrealized appreciation (depreciation)

 

18,829,373

Net gain (loss)

22,681,402

Net increase (decrease) in net assets resulting from operations

$ 23,592,869

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 911,467

$ 5,371,636

Net realized gain (loss)

3,852,029

51,309,170

Change in net unrealized appreciation (depreciation)

18,829,373

(134,170,344)

Net increase (decrease) in net assets resulting
from operations

23,592,869

(77,489,538)

Distributions to shareholders from net investment income

(3,344,878)

(3,137,543)

Distributions to shareholders from net realized gain

-

(3,336,770)

Total distributions

(3,344,878)

(6,474,313)

Share transactions - net increase (decrease)

(18,049,810)

(114,129,705)

Redemption fees

44,349

141,338

Total increase (decrease) in net assets

2,242,530

(197,952,218)

 

 

 

Net Assets

Beginning of period

516,094,213

714,046,431

End of period (including distributions in excess of net investment income of $252,471 and undistributed net investment income of $2,180,940, respectively)

$ 518,336,743

$ 516,094,213

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.50

$ 23.71

$ 19.20

$ 12.59

$ 32.75

$ 19.22

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

  .21

  .12

  .10

  .24

  .09

Net realized and unrealized gain (loss)

  .89

  (3.19)

  4.59

  6.64

  (19.61)

  13.46

Total from investment operations

  .94

  (2.98)

  4.71

  6.74

  (19.37)

  13.55

Distributions from net investment income

  (.15)

  (.11)

  (.07)

  (.14)

  (.02)

  (.03)

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.79)

  -

Total distributions

  (.15)

  (.24)

  (.20)

  (.14)

  (.81)

  (.03)

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 21.29

$ 20.50

$ 23.71

$ 19.20

$ 12.59

$ 32.75

Total Return B,C,D

  4.63%

  (12.69)%

  24.69%

  54.54%

  (60.55)%

  70.63%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  1.56% A

  1.54%

  1.56%

  1.60%

  1.59%

  1.59%

Expenses net of fee waivers, if any

  1.56% A

  1.54%

  1.56%

  1.60%

  1.59%

  1.59%

Expenses net of all reductions

  1.46% A

  1.47%

  1.50%

  1.53%

  1.53%

  1.54%

Net investment income (loss)

  .44% A

  .92%

  .59%

  .70%

  .94%

  .36%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 189,147

$ 202,477

$ 286,970

$ 216,187

$ 122,911

$ 218,836

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.43

$ 23.61

$ 19.14

$ 12.49

$ 32.52

$ 19.10

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .15

  .07

  .07

  .17

  .03

Net realized and unrealized gain (loss)

  .88

  (3.18)

  4.57

  6.64

  (19.48)

  13.38

Total from investment operations

  .90

  (3.03)

  4.64

  6.71

  (19.31)

  13.41

Distributions from net investment income

  (.09)

  (.04)

  (.04)

  (.07)

  -

  -

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.74)

  -

Total distributions

  (.09)

  (.16) J

  (.17)

  (.07)

  (.74)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 21.24

$ 20.43

$ 23.61

$ 19.14

$ 12.49

$ 32.52

Total Return B,C,D

  4.43%

  (12.89)%

  24.38%

  54.17%

  (60.66)%

  70.26%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  1.82% A

  1.79%

  1.81%

  1.87%

  1.84%

  1.86%

Expenses net of fee waivers, if any

  1.82% A

  1.79%

  1.81%

  1.85%

  1.84%

  1.85%

Expenses net of all reductions

  1.72% A

  1.73%

  1.76%

  1.78%

  1.79%

  1.79%

Net investment income (loss)

  .18% A

  .66%

  .33%

  .44%

  .69%

  .11%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 70,694

$ 73,146

$ 104,417

$ 86,959

$ 47,300

$ 119,952

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.16 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.125 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.03

$ 23.14

$ 18.80

$ 12.26

$ 32.03

$ 18.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  .04

  (.03)

  (.01)

  .04

  (.09)

Net realized and unrealized gain (loss)

  .87

  (3.13)

  4.49

  6.55

  (19.13)

  13.20

Total from investment operations

  .84

  (3.09)

  4.46

  6.54

  (19.09)

  13.11

Distributions from net investment income

  -

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (.03)

  (.12)

  -

  (.70)

  -

Total distributions

  -

  (.03) J

  (.12)

  -

  (.70)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  - I

  .02

  .01

Net asset value, end of period

$ 20.87

$ 20.03

$ 23.14

$ 18.80

$ 12.26

$ 32.03

Total Return B,C,D

  4.19%

  (13.33)%

  23.77%

  53.34%

  (60.83)%

  69.38%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.31% A

  2.29%

  2.32%

  2.36%

  2.35%

  2.37%

Expenses net of fee waivers, if any

  2.31% A

  2.29%

  2.32%

  2.35%

  2.35%

  2.35%

Expenses net of all reductions

  2.21% A

  2.22%

  2.26%

  2.28%

  2.30%

  2.29%

Net investment income (loss)

  (.31)% A

  .16%

  (.17)%

  (.05)%

  .18%

  (.39)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 19,739

$ 21,304

$ 31,159

$ 27,580

$ 17,307

$ 41,042

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.03 per share is comprised of distributions from net investment income of $.005 and distributions from net realized gain of $.025 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.00

$ 23.13

$ 18.80

$ 12.26

$ 32.04

$ 18.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  .04

  (.03)

  (.01)

  .05

  (.09)

Net realized and unrealized gain (loss)

  .87

  (3.12)

  4.49

  6.54

  (19.15)

  13.21

Total from investment operations

  .84

  (3.08)

  4.46

  6.53

  (19.10)

  13.12

Distributions from net investment income

  -

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (.05)

  (.13)

  -

  (.70)

  -

Total distributions

  -

  (.06)

  (.13)

  -

  (.70)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 20.84

$ 20.00

$ 23.13

$ 18.80

$ 12.26

$ 32.04

Total Return B,C,D

  4.20%

  (13.33)%

  23.80%

  53.34%

  (60.84)%

  69.43%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.31% A

  2.28%

  2.30%

  2.34%

  2.34%

  2.34%

Expenses net of fee waivers, if any

  2.31% A

  2.28%

  2.30%

  2.34%

  2.34%

  2.34%

Expenses net of all reductions

  2.21% A

  2.22%

  2.24%

  2.28%

  2.29%

  2.29%

Net investment income (loss)

  (.31)% A

  .17%

  (.15)%

  (.05)%

  .19%

  (.39)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 77,194

$ 80,855

$ 106,711

$ 83,939

$ 44,878

$ 104,885

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.63

$ 23.87

$ 19.29

$ 12.71

$ 33.02

$ 19.34

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .08

  .29

  .20

  .15

  .31

  .18

Net realized and unrealized gain (loss)

  .89

  (3.21)

  4.62

  6.65

  (19.76)

  13.55

Total from investment operations

  .97

  (2.92)

  4.82

  6.80

  (19.45)

  13.73

Distributions from net investment income

  (.24)

  (.20)

  (.11)

  (.23)

  (.09)

  (.06)

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.79)

  -

Total distributions

  (.24)

  (.33)

  (.24)

  (.23)

  (.88)

  (.06)

Redemption fees added to paid in capital D

  - H

  .01

  - H

  .01

  .02

  .01

Net asset value, end of period

$ 21.36

$ 20.63

$ 23.87

$ 19.29

$ 12.71

$ 33.02

Total Return B,C

  4.76%

  (12.41)%

  25.15%

  54.97%

  (60.42)%

  71.23%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  1.24% A

  1.21%

  1.22%

  1.30%

  1.27%

  1.25%

Expenses net of fee waivers, if any

  1.24% A

  1.21%

  1.22%

  1.30%

  1.27%

  1.25%

Expenses net of all reductions

  1.14% A

  1.14%

  1.17%

  1.23%

  1.21%

  1.19%

Net investment income (loss)

  .76% A

  1.25%

  .93%

  .99%

  1.26%

  .71%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 161,563

$ 138,312

$ 184,789

$ 106,713

$ 47,557

$ 52,011

Portfolio turnover rate F

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

$ 69,424,302

Gross unrealized depreciation

(26,570,443)

Net unrealized appreciation (depreciation) on securities and other investments

$ 42,853,859

 

 

Tax cost

$ 482,556,801

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (70,963,758)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

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 $490,877,745 and $507,659,378, 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 .55% of the Fund's average net assets and an annualized 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 annualized management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. 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,

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 239,797

$ 5,422

Class T

.25%

.25%

177,880

1,203

Class B

.75%

.25%

101,953

76,613

Class C

.75%

.25%

386,481

40,644

 

 

 

$ 906,111

$ 123,882

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 46,683

Class T

14,649

Class B*

20,940

Class C*

3,310

 

$ 85,582

* 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, transfer agent fees for each class were as follows:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets
*

Class A

$ 286,403

.30

Class T

108,951

.31

Class B

30,536

.30

Class C

115,869

.30

Institutional Class

177,798

.23

 

$ 719,557

 

* Annualized

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 each 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 $24 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $766 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,966, including $2 from securities loaned to FCM.

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 $248,821 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 $32.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 1,451,148

$ 1,359,820

Class T

312,643

162,957

Class B

-

6,606

Class C

-

23,592

Institutional Class

1,581,087

1,584,568

Total

$ 3,344,878

$ 3,137,543

From net realized gain

 

 

Class A

$ -

$ 1,530,131

Class T

-

550,254

Class B

-

33,415

Class C

-

232,626

Institutional Class

-

990,344

Total

$ -

$ 3,336,770

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

1,098,369

2,979,791

$ 22,770,665

$ 70,086,728

Reinvestment of distributions

66,178

111,230

1,330,840

2,675,569

Shares redeemed

(2,154,654)

(5,317,665)

(44,151,512)

(123,086,641)

Net increase (decrease)

(990,107)

(2,226,644)

$ (20,050,007)

$ (50,324,344)

Class T

 

 

 

 

Shares sold

357,330

883,154

$ 7,336,053

$ 20,610,023

Reinvestment of distributions

14,784

28,248

297,017

678,402

Shares redeemed

(625,500)

(1,752,649)

(12,822,799)

(40,710,223)

Net increase (decrease)

(253,386)

(841,247)

$ (5,189,729)

$ (19,421,798)

Class B

 

 

 

 

Shares sold

19,763

68,462

$ 405,341

$ 1,586,905

Reinvestment of distributions

-

1,377

-

32,616

Shares redeemed

(137,705)

(352,710)

(2,799,805)

(8,040,387)

Net increase (decrease)

(117,942)

(282,871)

$ (2,394,464)

$ (6,420,866)

Class C

 

 

 

 

Shares sold

355,181

956,543

$ 7,220,914

$ 22,080,298

Reinvestment of distributions

-

9,045

-

213,702

Shares redeemed

(694,150)

(1,536,376)

(13,877,706)

(34,998,720)

Net increase (decrease)

(338,969)

(570,788)

$ (6,656,792)

$ (12,704,720)

Institutional Class

 

 

 

 

Shares sold

2,264,381

2,773,126

$ 45,492,334

$ 64,258,215

Reinvestment of distributions

61,950

73,837

1,248,917

1,781,181

Shares redeemed

(1,467,778)

(3,885,014)

(30,500,069)

(91,297,373)

Net increase (decrease)

858,553

(1,038,051)

$ 16,241,182

$ (25,257,977)

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.

Semiannual 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

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (UK) Limited

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-USAN-0612
1.800637.108

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Emerging Markets
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.30

$ 7.94

Hypothetical A

 

$ 1,000.00

$ 1,017.11

$ 7.82

Class T

1.82%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.30

$ 9.25

Hypothetical A

 

$ 1,000.00

$ 1,015.81

$ 9.12

Class B

2.31%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.90

$ 11.73

Hypothetical A

 

$ 1,000.00

$ 1,013.38

$ 11.56

Class C

2.31%

 

 

 

Actual

 

$ 1,000.00

$ 1,042.00

$ 11.73

Hypothetical A

 

$ 1,000.00

$ 1,013.38

$ 11.56

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.60

$ 6.31

Hypothetical A

 

$ 1,000.00

$ 1,018.70

$ 6.22

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

5.1

4.3

Hyundai Motor Co. (Korea (South), Automobiles)

2.0

2.2

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

1.6

1.4

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.5

1.2

CNOOC Ltd. (Hong Kong, Oil, Gas & Consumable Fuels)

1.4

1.9

 

11.6

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.3

23.6

Information Technology

14.7

11.4

Energy

13.4

14.2

Consumer Discretionary

12.4

10.7

Materials

9.8

11.1

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Korea (South)

20.5

20.2

Brazil

10.9

15.1

Indonesia

6.9

5.3

Taiwan

6.7

6.7

China

6.3

8.5

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 98.9%

 

ade15

Stocks 98.2%

 

ade68

Bonds 0.1%

 

ade70

Bonds 0.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.8%

 

ade87

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value

Bailiwick of Guernsey - 0.2%

Chariot Oil & Gas Ltd. (a)(d)

415,951

$ 1,194,980

Bailiwick of Jersey - 0.2%

Randgold Resources Ltd. sponsored ADR

12,850

1,145,578

Bermuda - 2.8%

African Minerals Ltd. (a)

189,600

1,600,247

Aquarius Platinum Ltd.:

(Australia)

27,438

62,318

(United Kingdom)

227,289

479,587

Cheung Kong Infrastructure Holdings Ltd.

337,000

2,000,200

Credicorp Ltd. (NY Shares)

31,600

4,136,756

Digital China Holdings Ltd. (H Shares)

1,058,000

2,007,277

Great Eagle Holdings Ltd.

367,000

1,083,217

Kunlun Energy Co. Ltd.

1,840,000

3,244,276

TOTAL BERMUDA

14,613,878

Brazil - 10.9%

Banco do Brasil SA

196,900

2,435,749

Banco Do Est Rio Grande Sul SA

283,000

2,452,672

BM&F Bovespa SA

412,700

2,320,984

BR Malls Participacoes SA

262,100

3,256,054

BR Properties SA

87,500

1,085,631

Brasil Brokers Participacoes SA

113,800

389,254

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

16,500

775,995

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

119,500

5,016,610

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

89,800

3,525,762

Companhia de Saneamento de Minas Gerais

86,700

2,022,689

Eletropaulo Metropolitana SA (PN-B)

150,900

2,308,446

JBS SA (a)

356,700

1,403,483

Klabin SA (PN) (non-vtg.)

339,100

1,625,986

Localiza Rent A Car SA

132,600

2,264,318

Marfrig Alimentos SA

171,600

944,356

MMX Mineracao e Metalicos SA (a)

202,200

939,848

MMX Mineracao e Metalicos SA (a)

269,000

574,367

Multiplan Empreendimentos Imobiliarios SA

66,600

1,572,279

Multiplus SA

124,924

2,706,692

OGX Petroleo e Gas Participacoes SA (a)

617,300

4,284,489

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR

207,010

4,587,342

Tegma Gestao Logistica SA

90,600

1,378,380

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

170,000

$ 3,861,711

Vale SA (PN-A) sponsored ADR

211,210

4,568,472

TOTAL BRAZIL

56,301,569

British Virgin Islands - 0.7%

Gem Diamonds Ltd. (a)

174,400

733,148

Mail.ru Group Ltd. GDR (a)(e)

68,500

2,962,625

TOTAL BRITISH VIRGIN ISLANDS

3,695,773

Canada - 0.5%

First Quantum Minerals Ltd.

129,800

2,696,528

Cayman Islands - 5.8%

Baidu.com, Inc. sponsored ADR (a)

22,915

3,040,821

Changyou.com Ltd. (A Shares) ADR (a)(d)

18,800

455,336

China Liansu Group Holdings Ltd.

2,478,000

1,558,601

China Metal Recycling (Holdings) Ltd.

1,468,200

1,684,182

China Shanshui Cement Group Ltd.

3,369,000

2,731,275

Country Garden Holdings Co. Ltd.

4,643,000

2,016,705

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

74,563

2,125,046

Focus Media Holding Ltd. ADR (d)

40,400

965,156

Lee & Man Paper Manufacturing Ltd.

3,563,000

1,671,595

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)

153,400

2,380,768

Mongolian Mining Corp. (a)

1,295,000

1,043,191

NetEase.com, Inc. sponsored ADR (a)

41,000

2,473,120

Shanda Games Ltd. sponsored ADR

328,450

1,740,785

Shenguan Holdings Group Ltd.

30,000

16,240

Shenzhou International Group Holdings Ltd.

1,508,000

2,837,710

SOHO China Ltd.

2,099,000

1,631,337

Vinda International Holdings Ltd.

1,074,000

1,913,049

TOTAL CAYMAN ISLANDS

30,284,917

Chile - 1.0%

CFR Pharmaceuticals SA

8,064,456

2,013,205

Compania Cervecerias Unidas SA sponsored ADR

25,100

1,797,662

Embotelladora Andina SA:

Class A

219,129

993,782

Class B

94,864

502,578

TOTAL CHILE

5,307,227

China - 6.3%

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

786,800

1,174,321

China CITIC Bank Corp. Ltd. (H Shares)

6,113,000

3,892,200

China Communications Construction Co. Ltd. (H Shares)

3,781,000

3,801,151

Common Stocks - continued

Shares

Value

China - continued

China Communications Services Corp. Ltd. (H Shares)

6,118,000

$ 3,146,272

China Minsheng Banking Corp. Ltd. (H Shares)

4,886,000

5,069,477

China Petroleum & Chemical Corp.:

(H Shares)

2,400,000

2,549,066

sponsored ADR (H Shares) (d)

14,600

1,539,862

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

6,881,000

2,243,809

China Southern Airlines Ltd. (H Shares) (a)

3,878,000

1,744,404

Great Wall Motor Co. Ltd. (H Shares)

1,614,000

3,486,514

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

6,998,000

1,614,510

Yantai Changyu Pioneer Wine Co. (B Shares)

227,939

2,409,053

TOTAL CHINA

32,670,639

Colombia - 1.6%

Almacenes Exito SA

106,063

1,721,198

BanColombia SA sponsored ADR

24,400

1,655,052

Ecopetrol SA ADR (d)

73,900

4,781,330

TOTAL COLOMBIA

8,157,580

Czech Republic - 1.0%

Ceske Energeticke Zavody A/S

76,450

3,082,913

Philip Morris CR A/S

3,397

1,973,312

TOTAL CZECH REPUBLIC

5,056,225

Hong Kong - 4.8%

AIA Group Ltd.

521,600

1,855,498

China Mobile Ltd.

643,500

7,119,377

China Power International Development Ltd.

9,636,000

2,185,865

CNOOC Ltd.

3,536,000

7,472,094

Dah Chong Hong Holdings Ltd.

3,000

3,194

Guangdong Investment Ltd.

3,516,000

2,587,610

Lenovo Group Ltd.

3,620,000

3,480,657

Singamas Container Holdings Ltd.

1,220,000

366,378

TOTAL HONG KONG

25,070,673

Hungary - 0.5%

Magyar Telekom PLC

1,074,676

2,708,955

India - 4.3%

Bank of Baroda

209,047

3,056,020

Bharat Petroleum Corp. Ltd.

142,378

1,813,079

Hero Motocorp Ltd.

50,888

2,165,433

Hindustan Unilever Ltd.

376,237

2,983,321

Housing Development and Infrastructure Ltd. (a)

944,681

1,444,870

Common Stocks - continued

Shares

Value

India - continued

Tata Motors Ltd.

749,277

$ 4,481,489

Tata Steel Ltd.

388,190

3,417,532

Ultratech Cemco Ltd.

105,054

2,842,333

TOTAL INDIA

22,204,077

Indonesia - 6.9%

PT Adaro Energy Tbk

3,802,500

769,561

PT AKR Corporindo Tbk

576,500

258,752

PT Astra International Tbk

622,500

4,809,042

PT Bank Mandiri (Persero) Tbk

3,669,000

2,954,203

PT Bank Rakyat Indonesia Tbk

5,943,500

4,300,557

PT Bank Tabungan Negara Tbk

27,500

4,129

PT Bumi Serpong Damai Tbk

11,588,100

1,803,056

PT BW Plantation Tbk

4,889,500

819,306

PT Ciputra Development Tbk

14,439,000

1,194,020

PT Gadjah Tunggal Tbk

4,696,500

1,315,868

PT Global Mediacom Tbk

4,665,000

842,598

PT Harum Energy Tbk

205,500

159,874

PT Indocement Tunggal Prakarsa Tbk

1,282,000

2,517,828

PT Media Nusantara Citra Tbk

1,175,000

287,661

PT Mitra Adiperkasa Tbk

2,202,500

1,665,565

PT Resource Alam Indonesia Tbk

949,500

635,376

PT Sampoerna Agro Tbk

1,399,500

498,707

PT Semen Gresik (Persero) Tbk

1,299,500

1,717,961

PT Summarecon Agung Tbk

9,495,000

1,787,318

PT Tower Bersama Infrastructure Tbk

9,290,500

3,083,186

PT United Tractors Tbk

786,500

2,533,094

PT XL Axiata Tbk

2,737,500

1,608,454

TOTAL INDONESIA

35,566,116

Ireland - 0.1%

Dragon Oil PLC

54,023

514,271

Israel - 0.3%

Bezeq Israeli Telecommunication Corp. Ltd.

990,700

1,657,833

Kazakhstan - 0.3%

JSC Halyk Bank of Kazakhstan GDR unit (a)

80,299

542,018

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

37,200

744,000

TOTAL KAZAKHSTAN

1,286,018

Korea (South) - 20.5%

CJ CheilJedang Corp.

10,123

3,350,074

CJ Corp.

242

16,724

Common Stocks - continued

Shares

Value

Korea (South) - continued

Daelim Industrial Co.

22,754

$ 2,114,076

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

96,570

2,708,788

Dongbu Insurance Co. Ltd.

55,282

2,211,036

Hana Financial Group, Inc.

133,840

4,600,982

Hi-Mart Co. Ltd.

24,763

1,279,646

Hotel Shilla Co.

63,810

2,986,882

Hyundai Department Store Co. Ltd.

18,839

2,658,839

Hyundai Fire & Marine Insurance Co. Ltd.

96,140

2,467,037

Hyundai Glovis Co. Ltd.

4,468

875,710

Hyundai Hysco Co. Ltd.

80,630

2,850,277

Hyundai Motor Co.

43,481

10,330,406

Hyundai Wia Corp.

9,277

1,387,292

Interflex Co. Ltd.

5,308

289,325

Kia Motors Corp.

78,019

5,757,580

Korea Investment Holdings Co. Ltd.

60,090

2,073,674

Korean Reinsurance Co.

109,767

1,330,656

KT&G Corp.

41,016

2,816,363

LG Chemical Ltd.

11,648

2,932,292

LIG Non-Life Insurance Co. Ltd.

68,970

1,434,173

Lotte Samkang Co. Ltd.

2,818

1,201,881

Mando Corp.

5,360

858,454

Nong Shim Co. Ltd.

10,795

2,163,538

Orion Corp.

4,756

3,779,129

Paradise Co. Ltd.

213,918

1,892,871

Samsung C&T Corp.

25,585

1,738,682

Samsung Electronics Co. Ltd.

21,668

26,650,613

Samsung Heavy Industries Ltd.

122,030

4,502,734

Shinhan Financial Group Co. Ltd.

140,012

4,893,684

Silicon Works Co. Ltd.

8,848

221,567

Sung Kwang Bend Co. Ltd.

56,824

1,166,523

TK Corp. (a)

20,452

554,677

Woongjin Coway Co. Ltd.

8,400

269,068

TOTAL KOREA (SOUTH)

106,365,253

Malaysia - 0.0%

IJM Plantation Bhd

78,900

85,537

Mexico - 1.4%

CEMEX SA de CV sponsored ADR (d)

511,680

3,699,446

Genomma Lab Internacional SA de CV (a)

564,100

994,997

Gruma SAB de CV Series B (a)

380,600

1,054,609

Common Stocks - continued

Shares

Value

Mexico - continued

Grupo Financiero Banorte SAB de CV Series O

285,600

$ 1,383,477

Grupo Modelo SAB de CV Series C

1,200

8,473

TOTAL MEXICO

7,141,002

Nigeria - 0.6%

Guaranty Trust Bank PLC GDR (Reg. S)

570,997

3,283,233

Panama - 0.6%

Copa Holdings SA Class A

36,328

2,953,830

Philippines - 1.1%

Globe Telecom, Inc.

4,465

118,813

International Container Terminal Services, Inc.

536,100

864,575

Manila Water Co., Inc.

962,800

564,002

Philippine National Bank (a)

1,149,780

2,053,325

Security Bank Corp.

558,940

1,895,611

TOTAL PHILIPPINES

5,496,326

Poland - 0.5%

KGHM Polska Miedz SA (Bearer)

53,700

2,363,996

Russia - 4.8%

Cherkizovo Group OJSC GDR (a)

101,994

1,331,022

Gazprom OAO sponsored ADR

471,725

5,410,686

Magnit OJSC

12,600

1,587,151

Mobile TeleSystems OJSC sponsored ADR

27,100

530,076

NOVATEK OAO GDR (Reg. S)

37,098

4,715,156

Sberbank (Savings Bank of the Russian Federation)

2,459,100

7,872,703

Tatneft OAO sponsored ADR

96,200

3,559,400

TOTAL RUSSIA

25,006,194

Singapore - 0.5%

Ezion Holdings Ltd.

1,022,000

718,410

First Resources Ltd.

1,293,000

1,964,077

TOTAL SINGAPORE

2,682,487

South Africa - 6.2%

African Bank Investments Ltd.

681,147

3,402,232

AVI Ltd.

135,100

837,210

Barloworld Ltd.

240,900

3,035,253

Capitec Bank Holdings Ltd.

400

11,417

Exxaro Resources Ltd.

75,400

2,006,660

Foschini Ltd.

208,224

3,447,556

Imperial Holdings Ltd.

187,551

4,070,759

Life Healthcare Group Holdings Ltd.

764,400

2,641,691

Common Stocks - continued

Shares

Value

South Africa - continued

Mpact Ltd.

248,800

$ 544,430

Mr Price Group Ltd.

188,000

2,542,762

Murray & Roberts Holdings Ltd. (a)

140,351

515,895

PSG Group Ltd. (f)

108,368

823,418

Sappi Ltd. (a)

598,329

2,167,000

Sasol Ltd.

22,700

1,078,616

Sasol Ltd. sponsored ADR

33,178

1,573,633

Tiger Brands Ltd.

92,800

3,400,360

TOTAL SOUTH AFRICA

32,098,892

Taiwan - 6.7%

Advanced Semiconductor Engineering, Inc.

526,000

529,913

Advanced Semiconductor Engineering, Inc. sponsored ADR

477,400

2,420,418

ASUSTeK Computer, Inc.

267,000

2,701,595

Catcher Technology Co. Ltd.

236,000

1,513,703

Chinatrust Financial Holding Co. Ltd.

203,712

130,311

Evergreen Marine Corp. (Taiwan)

1,746,000

1,030,053

Formosa Chemicals & Fibre Corp.

2,000

5,810

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,355,000

7,463,625

HTC Corp.

155,202

2,358,240

Pegatron Corp.

1,818,000

2,637,674

Radiant Opto-Electronics Corp.

183,000

772,046

Taiwan Semiconductor Manufacturing Co. Ltd.

2,463,534

7,294,672

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

65,600

1,022,048

TECO Electric & Machinery Co. Ltd.

1,037,000

761,166

Wistron Corp.

2,153,000

3,238,177

Yang Ming Marine Transport Corp.

975,000

414,680

Yieh Phui Enterprise Co.

1,293,000

445,709

TOTAL TAIWAN

34,739,840

Thailand - 4.1%

Advanced Info Service PCL (For. Reg.)

696,900

4,146,731

Asian Property Development PCL (For. Reg.)

5,555,400

1,237,343

Bangkok Expressway PCL (For.Reg.)

2,167,900

1,649,451

Bumrungrad Hospital PCL (For. Reg.)

291,700

578,563

Charoen Pokphand Foods PCL (For. Reg.)

1,585,700

2,101,033

PTT Global Chemical PCL (For. Reg.)

721,170

1,612,110

PTT PCL (For. Reg.)

418,300

4,773,965

Siam Commercial Bank PCL (For. Reg.)

884,300

4,456,722

Thai Tap Water Supply PCL

2,373,000

501,528

TOTAL THAILAND

21,057,446

Common Stocks - continued

Shares

Value

Turkey - 1.2%

Tekfen Holding A/S

254,000

$ 925,213

Turkiye Garanti Bankasi A/S

882,375

3,244,247

Turkiye Halk Bankasi A/S

315,000

2,205,179

TOTAL TURKEY

6,374,639

United Arab Emirates - 0.2%

NMC Health PLC

302,235

1,027,718

United Kingdom - 1.7%

Afren PLC (a)

251,900

549,915

Anglo American PLC (United Kingdom)

100

3,844

International Personal Finance PLC

618,414

2,687,033

Ophir Energy PLC

228,240

2,137,533

RusPetro PLC

262,500

805,261

Tullow Oil PLC

103,000

2,564,530

TOTAL UNITED KINGDOM

8,748,116

United States of America - 0.1%

Cognizant Technology Solutions Corp. Class A (a)

6,700

491,244

TOTAL COMMON STOCKS

(Cost $463,977,340)


510,048,590

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Russia - 0.5%

Surgutneftegaz JSC
(Cost $2,621,944)

3,713,200


2,473,107

Convertible Bonds - 0.1%

 

Principal Amount

 

Canada - 0.1%

Ivanplats Ltd. 8% 11/10/14 pay-in-kind (g)(h)
(Cost $355,749)

$ 343,000


355,725

Money Market Funds - 2.4%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

6,337,859

$ 6,337,859

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

6,195,379

6,195,379

TOTAL MONEY MARKET FUNDS

(Cost $12,533,238)


12,533,238

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $479,488,271)

525,410,660

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(7,073,917)

NET ASSETS - 100%

$ 518,336,743

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $2,962,625 or 0.6% of net assets.

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

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(h) 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 $355,725 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

3/28/12

$ 355,749

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

$ 2,926

Fidelity Securities Lending Cash Central Fund

19,966

Total

$ 22,892

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 62,723,113

$ 56,961,978

$ 4,481,489

$ 1,279,646

Consumer Staples

49,449,109

49,449,109

-

-

Energy

70,636,569

59,536,793

11,099,776

-

Financials

105,636,549

105,636,549

-

-

Health Care

7,256,174

7,256,174

-

-

Industrials

45,857,930

45,857,930

-

-

Information Technology

75,765,481

67,940,896

7,824,585

-

Materials

50,683,550

50,683,550

-

-

Telecommunication Services

24,119,697

17,000,320

7,119,377

-

Utilities

20,393,525

20,393,525

-

-

Corporate Bonds

355,725

-

-

355,725

Money Market Funds

12,533,238

12,533,238

-

-

Total Investments in Securities:

$ 525,410,660

$ 493,250,062

$ 30,525,227

$ 1,635,371

Transfers from Level 2 to Level 1 during the period were $156,948,900.

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

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(50,310)

Cost of Purchases

1,685,681

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 1,635,371

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ (50,310)

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,972,434) - See accompanying schedule:

Unaffiliated issuers (cost $466,955,033)

$ 512,877,422

 

Fidelity Central Funds (cost $12,533,238)

12,533,238

 

Total Investments (cost $479,488,271)

 

$ 525,410,660

Foreign currency held at value (cost $2)

2

Receivable for investments sold

5,204,760

Receivable for fund shares sold

562,355

Dividends receivable

2,462,458

Interest receivable

13,052

Distributions receivable from Fidelity Central Funds

3,744

Prepaid expenses

561

Other receivables

192,668

Total assets

533,850,260

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 7,175,671

Delayed delivery

24,845

Payable for fund shares redeemed

1,306,172

Accrued management fee

348,750

Distribution and service plan fees payable

150,279

Other affiliated payables

145,839

Other payables and accrued expenses

166,582

Collateral on securities loaned, at value

6,195,379

Total liabilities

15,513,517

 

 

 

Net Assets

$ 518,336,743

Net Assets consist of:

 

Paid in capital

$ 546,644,862

Distributions in excess of net investment income

(252,471)

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

(73,940,026)

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

45,884,378

Net Assets

$ 518,336,743

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($189,147,330 ÷ 8,884,577 shares)

$ 21.29

 

 

 

Maximum offering price per share (100/94.25 of $21.29)

$ 22.59

Class T:
Net Asset Value
and redemption price per share ($70,693,509 ÷ 3,327,539 shares)

$ 21.24

 

 

 

Maximum offering price per share (100/96.50 of $21.24)

$ 22.01

Class B:
Net Asset Value
and offering price per share ($19,738,619 ÷ 945,693 shares)A

$ 20.87

 

 

 

Class C:
Net Asset Value
and offering price per share ($77,194,224 ÷ 3,703,991 shares)A

$ 20.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($161,563,061 ÷ 7,562,590 shares)

$ 21.36

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 5,423,650

Interest

 

2,581

Income from Fidelity Central Funds

 

22,892

Income before foreign taxes withheld

 

5,449,123

Less foreign taxes withheld

 

(567,669)

Total income

 

4,881,454

 

 

 

Expenses

Management fee

$ 2,077,577

Transfer agent fees

719,557

Distribution and service plan fees

906,111

Accounting and security lending fees

133,953

Custodian fees and expenses

264,326

Independent trustees' compensation

1,542

Registration fees

64,147

Audit

47,981

Legal

981

Miscellaneous

2,665

Total expenses before reductions

4,218,840

Expense reductions

(248,853)

3,969,987

Net investment income (loss)

911,467

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

4,129,040

Foreign currency transactions

(277,011)

Total net realized gain (loss)

 

3,852,029

Change in net unrealized appreciation (depreciation) on:

Investment securities

18,805,263

Assets and liabilities in foreign currencies

24,110

Total change in net unrealized appreciation (depreciation)

 

18,829,373

Net gain (loss)

22,681,402

Net increase (decrease) in net assets resulting from operations

$ 23,592,869

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 911,467

$ 5,371,636

Net realized gain (loss)

3,852,029

51,309,170

Change in net unrealized appreciation (depreciation)

18,829,373

(134,170,344)

Net increase (decrease) in net assets resulting
from operations

23,592,869

(77,489,538)

Distributions to shareholders from net investment income

(3,344,878)

(3,137,543)

Distributions to shareholders from net realized gain

-

(3,336,770)

Total distributions

(3,344,878)

(6,474,313)

Share transactions - net increase (decrease)

(18,049,810)

(114,129,705)

Redemption fees

44,349

141,338

Total increase (decrease) in net assets

2,242,530

(197,952,218)

 

 

 

Net Assets

Beginning of period

516,094,213

714,046,431

End of period (including distributions in excess of net investment income of $252,471 and undistributed net investment income of $2,180,940, respectively)

$ 518,336,743

$ 516,094,213

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.50

$ 23.71

$ 19.20

$ 12.59

$ 32.75

$ 19.22

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

  .21

  .12

  .10

  .24

  .09

Net realized and unrealized gain (loss)

  .89

  (3.19)

  4.59

  6.64

  (19.61)

  13.46

Total from investment operations

  .94

  (2.98)

  4.71

  6.74

  (19.37)

  13.55

Distributions from net investment income

  (.15)

  (.11)

  (.07)

  (.14)

  (.02)

  (.03)

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.79)

  -

Total distributions

  (.15)

  (.24)

  (.20)

  (.14)

  (.81)

  (.03)

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 21.29

$ 20.50

$ 23.71

$ 19.20

$ 12.59

$ 32.75

Total Return B,C,D

  4.63%

  (12.69)%

  24.69%

  54.54%

  (60.55)%

  70.63%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  1.56% A

  1.54%

  1.56%

  1.60%

  1.59%

  1.59%

Expenses net of fee waivers, if any

  1.56% A

  1.54%

  1.56%

  1.60%

  1.59%

  1.59%

Expenses net of all reductions

  1.46% A

  1.47%

  1.50%

  1.53%

  1.53%

  1.54%

Net investment income (loss)

  .44% A

  .92%

  .59%

  .70%

  .94%

  .36%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 189,147

$ 202,477

$ 286,970

$ 216,187

$ 122,911

$ 218,836

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.43

$ 23.61

$ 19.14

$ 12.49

$ 32.52

$ 19.10

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .15

  .07

  .07

  .17

  .03

Net realized and unrealized gain (loss)

  .88

  (3.18)

  4.57

  6.64

  (19.48)

  13.38

Total from investment operations

  .90

  (3.03)

  4.64

  6.71

  (19.31)

  13.41

Distributions from net investment income

  (.09)

  (.04)

  (.04)

  (.07)

  -

  -

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.74)

  -

Total distributions

  (.09)

  (.16) J

  (.17)

  (.07)

  (.74)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 21.24

$ 20.43

$ 23.61

$ 19.14

$ 12.49

$ 32.52

Total Return B,C,D

  4.43%

  (12.89)%

  24.38%

  54.17%

  (60.66)%

  70.26%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  1.82% A

  1.79%

  1.81%

  1.87%

  1.84%

  1.86%

Expenses net of fee waivers, if any

  1.82% A

  1.79%

  1.81%

  1.85%

  1.84%

  1.85%

Expenses net of all reductions

  1.72% A

  1.73%

  1.76%

  1.78%

  1.79%

  1.79%

Net investment income (loss)

  .18% A

  .66%

  .33%

  .44%

  .69%

  .11%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 70,694

$ 73,146

$ 104,417

$ 86,959

$ 47,300

$ 119,952

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.16 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.125 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.03

$ 23.14

$ 18.80

$ 12.26

$ 32.03

$ 18.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  .04

  (.03)

  (.01)

  .04

  (.09)

Net realized and unrealized gain (loss)

  .87

  (3.13)

  4.49

  6.55

  (19.13)

  13.20

Total from investment operations

  .84

  (3.09)

  4.46

  6.54

  (19.09)

  13.11

Distributions from net investment income

  -

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (.03)

  (.12)

  -

  (.70)

  -

Total distributions

  -

  (.03) J

  (.12)

  -

  (.70)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  - I

  .02

  .01

Net asset value, end of period

$ 20.87

$ 20.03

$ 23.14

$ 18.80

$ 12.26

$ 32.03

Total Return B,C,D

  4.19%

  (13.33)%

  23.77%

  53.34%

  (60.83)%

  69.38%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.31% A

  2.29%

  2.32%

  2.36%

  2.35%

  2.37%

Expenses net of fee waivers, if any

  2.31% A

  2.29%

  2.32%

  2.35%

  2.35%

  2.35%

Expenses net of all reductions

  2.21% A

  2.22%

  2.26%

  2.28%

  2.30%

  2.29%

Net investment income (loss)

  (.31)% A

  .16%

  (.17)%

  (.05)%

  .18%

  (.39)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 19,739

$ 21,304

$ 31,159

$ 27,580

$ 17,307

$ 41,042

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.03 per share is comprised of distributions from net investment income of $.005 and distributions from net realized gain of $.025 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.00

$ 23.13

$ 18.80

$ 12.26

$ 32.04

$ 18.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  .04

  (.03)

  (.01)

  .05

  (.09)

Net realized and unrealized gain (loss)

  .87

  (3.12)

  4.49

  6.54

  (19.15)

  13.21

Total from investment operations

  .84

  (3.08)

  4.46

  6.53

  (19.10)

  13.12

Distributions from net investment income

  -

  (.01)

  -

  -

  -

  -

Distributions from net realized gain

  -

  (.05)

  (.13)

  -

  (.70)

  -

Total distributions

  -

  (.06)

  (.13)

  -

  (.70)

  -

Redemption fees added to paid in capital E

  - I

  .01

  - I

  .01

  .02

  .01

Net asset value, end of period

$ 20.84

$ 20.00

$ 23.13

$ 18.80

$ 12.26

$ 32.04

Total Return B,C,D

  4.20%

  (13.33)%

  23.80%

  53.34%

  (60.84)%

  69.43%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.31% A

  2.28%

  2.30%

  2.34%

  2.34%

  2.34%

Expenses net of fee waivers, if any

  2.31% A

  2.28%

  2.30%

  2.34%

  2.34%

  2.34%

Expenses net of all reductions

  2.21% A

  2.22%

  2.24%

  2.28%

  2.29%

  2.29%

Net investment income (loss)

  (.31)% A

  .17%

  (.15)%

  (.05)%

  .19%

  (.39)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 77,194

$ 80,855

$ 106,711

$ 83,939

$ 44,878

$ 104,885

Portfolio turnover rate G

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.63

$ 23.87

$ 19.29

$ 12.71

$ 33.02

$ 19.34

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .08

  .29

  .20

  .15

  .31

  .18

Net realized and unrealized gain (loss)

  .89

  (3.21)

  4.62

  6.65

  (19.76)

  13.55

Total from investment operations

  .97

  (2.92)

  4.82

  6.80

  (19.45)

  13.73

Distributions from net investment income

  (.24)

  (.20)

  (.11)

  (.23)

  (.09)

  (.06)

Distributions from net realized gain

  -

  (.13)

  (.13)

  -

  (.79)

  -

Total distributions

  (.24)

  (.33)

  (.24)

  (.23)

  (.88)

  (.06)

Redemption fees added to paid in capital D

  - H

  .01

  - H

  .01

  .02

  .01

Net asset value, end of period

$ 21.36

$ 20.63

$ 23.87

$ 19.29

$ 12.71

$ 33.02

Total Return B,C

  4.76%

  (12.41)%

  25.15%

  54.97%

  (60.42)%

  71.23%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  1.24% A

  1.21%

  1.22%

  1.30%

  1.27%

  1.25%

Expenses net of fee waivers, if any

  1.24% A

  1.21%

  1.22%

  1.30%

  1.27%

  1.25%

Expenses net of all reductions

  1.14% A

  1.14%

  1.17%

  1.23%

  1.21%

  1.19%

Net investment income (loss)

  .76% A

  1.25%

  .93%

  .99%

  1.26%

  .71%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 161,563

$ 138,312

$ 184,789

$ 106,713

$ 47,557

$ 52,011

Portfolio turnover rate F

  193% A

  122%

  86%

  85%

  61%

  48%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

$ 69,424,302

Gross unrealized depreciation

(26,570,443)

Net unrealized appreciation (depreciation) on securities and other investments

$ 42,853,859

 

 

Tax cost

$ 482,556,801

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (70,963,758)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

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 $490,877,745 and $507,659,378, 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 .55% of the Fund's average net assets and an annualized 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 annualized management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. 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,

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 239,797

$ 5,422

Class T

.25%

.25%

177,880

1,203

Class B

.75%

.25%

101,953

76,613

Class C

.75%

.25%

386,481

40,644

 

 

 

$ 906,111

$ 123,882

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 46,683

Class T

14,649

Class B*

20,940

Class C*

3,310

 

$ 85,582

* 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, transfer agent fees for each class were as follows:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets
*

Class A

$ 286,403

.30

Class T

108,951

.31

Class B

30,536

.30

Class C

115,869

.30

Institutional Class

177,798

.23

 

$ 719,557

 

* Annualized

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 each 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 $24 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $766 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,966, including $2 from securities loaned to FCM.

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 $248,821 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 $32.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 1,451,148

$ 1,359,820

Class T

312,643

162,957

Class B

-

6,606

Class C

-

23,592

Institutional Class

1,581,087

1,584,568

Total

$ 3,344,878

$ 3,137,543

From net realized gain

 

 

Class A

$ -

$ 1,530,131

Class T

-

550,254

Class B

-

33,415

Class C

-

232,626

Institutional Class

-

990,344

Total

$ -

$ 3,336,770

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

1,098,369

2,979,791

$ 22,770,665

$ 70,086,728

Reinvestment of distributions

66,178

111,230

1,330,840

2,675,569

Shares redeemed

(2,154,654)

(5,317,665)

(44,151,512)

(123,086,641)

Net increase (decrease)

(990,107)

(2,226,644)

$ (20,050,007)

$ (50,324,344)

Class T

 

 

 

 

Shares sold

357,330

883,154

$ 7,336,053

$ 20,610,023

Reinvestment of distributions

14,784

28,248

297,017

678,402

Shares redeemed

(625,500)

(1,752,649)

(12,822,799)

(40,710,223)

Net increase (decrease)

(253,386)

(841,247)

$ (5,189,729)

$ (19,421,798)

Class B

 

 

 

 

Shares sold

19,763

68,462

$ 405,341

$ 1,586,905

Reinvestment of distributions

-

1,377

-

32,616

Shares redeemed

(137,705)

(352,710)

(2,799,805)

(8,040,387)

Net increase (decrease)

(117,942)

(282,871)

$ (2,394,464)

$ (6,420,866)

Class C

 

 

 

 

Shares sold

355,181

956,543

$ 7,220,914

$ 22,080,298

Reinvestment of distributions

-

9,045

-

213,702

Shares redeemed

(694,150)

(1,536,376)

(13,877,706)

(34,998,720)

Net increase (decrease)

(338,969)

(570,788)

$ (6,656,792)

$ (12,704,720)

Institutional Class

 

 

 

 

Shares sold

2,264,381

2,773,126

$ 45,492,334

$ 64,258,215

Reinvestment of distributions

61,950

73,837

1,248,917

1,781,181

Shares redeemed

(1,467,778)

(3,885,014)

(30,500,069)

(91,297,373)

Net increase (decrease)

858,553

(1,038,051)

$ 16,241,182

$ (25,257,977)

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.

Semiannual 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

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (UK) Limited

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-USAN-0612
1.800640.108

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Europe Capital Appreciation
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,055.80

$ 7.41

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.40

$ 8.68

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,051.50

$ 11.22

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,051.90

$ 11.22

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.60

$ 6.14

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.7

5.0

Nestle SA (Switzerland, Food Products)

3.6

3.8

Sanofi SA (France, Pharmaceuticals)

2.5

3.1

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

2.4

1.9

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

2.0

0.0

 

14.2

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

18.6

16.6

Financials

17.5

22.4

Consumer Staples

14.1

10.2

Health Care

12.1

10.3

Industrials

9.1

8.9

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

38.5

33.4

France

13.0

16.9

Germany

9.6

10.0

Switzerland

7.2

8.7

Italy

4.9

4.9

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 97.6%

 

ade15

Stocks 98.5%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.4%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.5%

 

ade98

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

Australia - 0.4%

Fortescue Metals Group Ltd.

13,040

$ 76,623

Austria - 0.2%

Erste Bank AG

1,500

34,541

Bailiwick of Guernsey - 0.4%

Resolution Ltd.

18,200

66,111

Bailiwick of Jersey - 3.1%

Experian PLC

13,200

208,357

Randgold Resources Ltd. sponsored ADR

500

44,575

Shire PLC

5,390

175,696

Wolseley PLC

3,400

129,299

TOTAL BAILIWICK OF JERSEY

557,927

Belgium - 0.4%

Anheuser-Busch InBev SA NV (strip VVPR) (a)

6,080

8

KBC Groupe SA

3,480

67,306

TOTAL BELGIUM

67,314

Bermuda - 0.2%

Lazard Ltd. Class A

1,500

41,265

British Virgin Islands - 0.4%

Mail.ru Group Ltd. GDR (Reg. S) (a)

1,700

73,525

Canada - 0.4%

Harry Winston Diamond Corp. (a)

2,400

34,260

Ivanhoe Mines Ltd. (a)

2,500

29,182

TOTAL CANADA

63,442

Cayman Islands - 0.3%

Sands China Ltd.

14,400

56,608

Denmark - 2.4%

Danske Bank A/S (a)

6,301

102,313

Novo Nordisk A/S Series B

2,237

329,815

TOTAL DENMARK

432,128

Finland - 0.4%

Fortum Corp.

3,700

79,593

France - 13.0%

Arkema SA

1,300

115,148

Atos Origin SA

1,470

94,682

BNP Paribas SA

4,969

199,641

Carrefour SA

5,892

118,362

Christian Dior SA

600

90,429

Common Stocks - continued

Shares

Value

France - continued

Compagnie Generale de Geophysique SA (a)

2,400

$ 68,832

Danone

2,600

182,936

Essilor International SA

1,060

93,371

Eurofins Scientific SA

400

47,265

JC Decaux SA

3,100

87,965

LVMH Moet Hennessy - Louis Vuitton SA

814

134,858

PPR SA

1,600

267,619

Publicis Groupe SA

2,200

113,466

Remy Cointreau SA

800

89,161

Sanofi SA

5,808

443,659

Schneider Electric SA

1,400

86,013

Vivendi

4,279

79,105

TOTAL FRANCE

2,312,512

Germany - 7.2%

adidas AG

1,600

133,439

Allianz AG

2,175

242,377

BASF AG

1,884

155,104

Bayer AG (d)

3,400

239,494

Deutsche Boerse AG

1,300

81,624

Fresenius Medical Care AG & Co. KGaA

1,300

92,322

SAP AG

4,275

283,512

Wirecard AG

2,900

53,746

TOTAL GERMANY

1,281,618

Ireland - 1.6%

CRH PLC

5,200

105,517

Elan Corp. PLC (a)

6,200

85,481

Ingersoll-Rand PLC

2,100

89,292

TOTAL IRELAND

280,290

Italy - 4.9%

Brunello Cucinelli SpA

600

9,531

ENI SpA

15,200

337,767

Fiat Industrial SpA

10,000

113,450

Intesa Sanpaolo SpA

64,361

97,385

Prada SpA

20,300

137,886

Prysmian SpA

7,200

117,236

Salvatore Ferragamo Italia SpA

2,700

66,017

TOTAL ITALY

879,272

Luxembourg - 0.4%

Millicom International Cellular SA (depository receipt)

700

74,367

Common Stocks - continued

Shares

Value

Netherlands - 2.9%

AEGON NV

22,200

$ 103,273

Gemalto NV

614

45,753

HeidelbergCement Finance AG (d)

2,500

137,460

LyondellBasell Industries NV Class A

2,100

87,738

NXP Semiconductors NV (a)

2,900

74,965

Randstad Holding NV

2,000

69,261

TOTAL NETHERLANDS

518,450

Norway - 0.5%

Schibsted ASA (B Shares)

2,300

87,743

Spain - 3.1%

Banco Bilbao Vizcaya Argentaria SA

27,292

184,700

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

24,158

3,454

Grifols SA (a)(d)

5,800

146,075

Inditex SA (d)

2,522

226,859

TOTAL SPAIN

561,088

Sweden - 2.9%

H&M Hennes & Mauritz AB (B Shares)

5,148

176,866

Swedbank AB (A Shares)

9,705

160,721

Swedish Match Co. AB

4,200

170,731

TOTAL SWEDEN

508,318

Switzerland - 7.2%

Adecco SA (Reg.)

1,365

66,479

Clariant AG (Reg.)

5,140

65,358

Nestle SA

10,595

649,090

Roche Holding AG (participation certificate)

928

169,536

Schindler Holding AG (participation certificate)

1,065

137,768

UBS AG

15,434

192,764

TOTAL SWITZERLAND

1,280,995

United Kingdom - 38.5%

Aegis Group PLC

96,418

278,093

Anglo American PLC (United Kingdom)

5,800

222,923

Antofagasta PLC

4,700

90,093

Aviva PLC

22,200

111,124

Barclays PLC

59,400

210,323

Barratt Developments PLC (a)

63,400

137,583

Bellway PLC

8,000

102,255

BG Group PLC

11,773

277,173

British American Tobacco PLC (United Kingdom)

8,300

425,756

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Land Co. PLC

15,396

$ 122,297

Domino Printing Sciences PLC

6,700

65,140

Filtrona PLC

16,000

120,603

GlaxoSmithKline PLC

15,300

353,496

Hilton Food Group PLC

9,700

44,831

HSBC Holdings PLC (United Kingdom)

39,700

358,423

ICAP PLC

9,600

59,164

Imagination Technologies Group PLC (a)

9,500

106,009

Intertek Group PLC

1,900

77,560

ITV PLC

57,900

78,659

Kingfisher PLC

12,700

59,882

Lloyds Banking Group PLC (a)

168,000

84,337

Meggitt PLC

21,600

143,216

Michael Page International PLC

20,400

137,610

Next PLC

3,300

156,884

Old Mutual PLC

44,012

105,582

Persimmon PLC

9,400

95,891

Prudential PLC

10,260

125,761

Reckitt Benckiser Group PLC

4,700

273,637

Rolls-Royce Group PLC

13,286

177,584

Royal Dutch Shell PLC Class A (United Kingdom)

18,573

662,506

SABMiller PLC

5,200

218,473

Standard Chartered PLC (United Kingdom)

11,486

280,762

SuperGroup PLC (a)

11,900

67,177

Taylor Wimpey PLC

181,300

147,870

Ted Baker PLC

8,200

120,484

Tesco PLC

31,000

159,678

Tullow Oil PLC

5,200

129,471

Vodafone Group PLC

86,200

238,628

Xstrata PLC

12,600

240,811

TOTAL UNITED KINGDOM

6,867,749

United States of America - 4.4%

Apple, Inc. (a)

115

67,188

Beam, Inc.

2,000

113,560

Citrix Systems, Inc. (a)

600

51,366

Dunkin' Brands Group, Inc.

100

3,237

Manitowoc Co., Inc.

4,100

56,785

Mead Johnson Nutrition Co. Class A

800

68,448

Michael Kors Holdings Ltd.

100

4,567

Morgan Stanley

4,400

76,032

Noble Energy, Inc.

1,000

99,320

Common Stocks - continued

Shares

Value

United States of America - continued

Saba Software, Inc. (a)

2,700

$ 26,244

salesforce.com, Inc. (a)

500

77,865

Visa, Inc. Class A

700

86,086

Yum! Brands, Inc.

800

58,184

TOTAL UNITED STATES OF AMERICA

788,882

TOTAL COMMON STOCKS

(Cost $16,587,134)


16,990,361

Nonconvertible Preferred Stocks - 2.4%

 

 

 

 

Germany - 2.4%

Hugo Boss AG (non-vtg.)

800

89,288

ProSiebenSat.1 Media AG

5,700

144,726

Volkswagen AG

1,000

189,436

TOTAL GERMANY

423,450

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

1,408,316

2,286

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $361,273)


425,736

Money Market Funds - 5.6%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

311,726

311,726

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

679,577

679,577

TOTAL MONEY MARKET FUNDS

(Cost $991,303)


991,303

TOTAL INVESTMENT PORTFOLIO - 103.2%

(Cost $17,939,710)

18,407,400

NET OTHER ASSETS (LIABILITIES) - (3.2)%

(565,381)

NET ASSETS - 100%

$ 17,842,019

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 237

Fidelity Securities Lending Cash Central Fund

2,591

Total

$ 2,828

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 3,323,502

$ 3,323,502

$ -

$ -

Consumer Staples

2,514,671

2,088,915

425,756

-

Energy

1,575,069

505,964

1,069,105

-

Financials

3,111,280

1,740,575

1,370,705

-

Health Care

2,176,210

695,741

1,480,469

-

Industrials

1,612,196

1,612,196

-

-

Information Technology

1,106,081

822,569

283,512

-

Materials

1,525,395

1,419,878

105,517

-

Telecommunication Services

392,100

153,472

238,628

-

Utilities

79,593

79,593

-

-

Money Market Funds

991,303

991,303

-

-

Total Investments in Securities:

$ 18,407,400

$ 13,433,708

$ 4,973,692

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $633,070) - See accompanying schedule:

Unaffiliated issuers (cost $16,948,407)

$ 17,416,097

 

Fidelity Central Funds (cost $991,303)

991,303

 

Total Investments (cost $17,939,710)

 

$ 18,407,400

Foreign currency held at value (cost $5,034)

5,032

Receivable for investments sold

87,591

Receivable for fund shares sold

8,014

Dividends receivable

92,284

Distributions receivable from Fidelity Central Funds

1,135

Prepaid expenses

18

Receivable from investment adviser for expense reductions

9,002

Other receivables

2,998

Total assets

18,613,474

 

 

 

Liabilities

Payable for investments purchased

$ 30,896

Payable for fund shares redeemed

6,945

Accrued management fee

10,440

Distribution and service plan fees payable

6,894

Other affiliated payables

5,309

Other payables and accrued expenses

31,394

Collateral on securities loaned, at value

679,577

Total liabilities

771,455

 

 

 

Net Assets

$ 17,842,019

Net Assets consist of:

 

Paid in capital

$ 35,551,609

Undistributed net investment income

100,270

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

(18,278,704)

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

468,844

Net Assets

$ 17,842,019

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price
 Class A:
Net Asset Value
and redemption price per share
($8,166,396 ÷ 741,138 shares)

$ 11.02

 

 

 

Maximum offering price per share (100/94.25 of $11.02)

$ 11.69

Class T:
Net Asset Value
and redemption price per share ($5,914,758 ÷ 538,362 shares)

$ 10.99

 

 

 

Maximum offering price per share (100/96.50 of $10.99)

$ 11.39

Class B:
Net Asset Value
and offering price per share
($925,594 ÷ 86,405 shares)A

$ 10.71

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,419,787 ÷ 227,449 shares)A

$ 10.64

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($415,484 ÷ 37,021 shares)

$ 11.22

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 272,467

Income from Fidelity Central Funds

 

2,828

Income before foreign taxes withheld

 

275,295

Less foreign taxes withheld

 

(14,926)

Total income

 

260,369

 

 

 

Expenses

Management fee

$ 62,644

Transfer agent fees

27,983

Distribution and service plan fees

41,563

Accounting and security lending fees

4,603

Custodian fees and expenses

14,826

Independent trustees' compensation

53

Registration fees

55,697

Audit

25,511

Legal

78

Miscellaneous

88

Total expenses before reductions

233,046

Expense reductions

(89,956)

143,090

Net investment income (loss)

117,279

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(568,594)

Foreign currency transactions

95

Total net realized gain (loss)

 

(568,499)

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,447,931

Assets and liabilities in foreign currencies

1,151

Total change in net unrealized appreciation (depreciation)

 

1,449,082

Net gain (loss)

880,583

Net increase (decrease) in net assets resulting from operations

$ 997,862

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 117,279

$ 207,981

Net realized gain (loss)

(568,499)

1,827,999

Change in net unrealized appreciation (depreciation)

1,449,082

(3,861,503)

Net increase (decrease) in net assets resulting
from operations

997,862

(1,825,523)

Distributions to shareholders from net investment income

(221,435)

(69,262)

Share transactions - net increase (decrease)

(909,811)

(3,369,781)

Redemption fees

29,901

300

Total increase (decrease) in net assets

(103,483)

(5,264,266)

 

 

 

Net Assets

Beginning of period

17,945,502

23,209,768

End of period (including undistributed net investment income of $100,270 and undistributed net investment income of $204,426, respectively)

$ 17,842,019

$ 17,945,502

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.61

$ 11.74

$ 10.82

$ 8.98

$ 20.94

$ 17.49

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .08

  .14

  .06

  .15

  .25

  .32

Net realized and unrealized gain (loss)

  .48

  (1.21)

  .99

  1.99

  (9.22)

  4.48

Total from investment operations

  .56

  (1.07)

  1.05

  2.14

  (8.97)

  4.80

Distributions from net investment income

  (.17)

  (.06)

  (.13)

  (.30)

  (.31)

  (.12)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.17)

  (.06)

  (.13)

  (.30)

  (2.99)

  (1.35)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 11.02

$ 10.61

$ 11.74

$ 10.82

$ 8.98

$ 20.94

Total Return B,C,D

  5.58%

  (9.19)%

  9.74%

  25.27%

  (49.77)%

  29.16%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.37% A

  2.00%

  2.05%

  2.00%

  1.63%

  1.53%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.50%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.40% A

  1.41%

  1.43%

  1.46%

  1.46%

  1.46%

Net investment income (loss)

  1.55% A

  1.18%

  .61%

  1.73%

  1.65%

  1.69%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,166

$ 8,025

$ 10,276

$ 10,904

$ 10,286

$ 29,273

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.56

$ 11.68

$ 10.78

$ 8.92

$ 20.75

$ 17.35

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

  .11

  .04

  .13

  .21

  .27

Net realized and unrealized gain (loss)

  .47

  (1.20)

  .97

  1.99

  (9.17)

  4.44

Total from investment operations

  .54

  (1.09)

  1.01

  2.12

  (8.96)

  4.71

Distributions from net investment income

  (.13)

  (.03)

  (.11)

  (.26)

  (.19)

  (.08)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.13)

  (.03)

  (.11)

  (.26)

  (2.87)

  (1.31)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.99

$ 10.56

$ 11.68

$ 10.78

$ 8.92

$ 20.75

Total Return B,C,D

  5.44%

  (9.38)%

  9.42%

  24.99%

  (49.91)%

  28.86%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.72% A

  2.27%

  2.34%

  2.28%

  1.88%

  1.80%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.65% A

  1.66%

  1.67%

  1.71%

  1.71%

  1.71%

Net investment income (loss)

  1.30% A

  .93%

  .36%

  1.48%

  1.40%

  1.44%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,915

$ 5,965

$ 7,496

$ 8,014

$ 7,866

$ 21,357

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.23

$ 11.35

$ 10.48

$ 8.61

$ 20.16

$ 16.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .04

  .05

  (.01)

  .08

  .13

  .17

Net realized and unrealized gain (loss)

  .46

  (1.17)

  .94

  1.95

  (8.86)

  4.34

Total from investment operations

  .50

  (1.12)

  .93

  2.03

  (8.73)

  4.51

Distributions from net investment income

  (.04)

  -

  (.06)

  (.16)

  (.14)

  (.03)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.04)

  -

  (.06)

  (.16)

  (2.82)

  (1.26)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.71

$ 10.23

$ 11.35

$ 10.48

$ 8.61

$ 20.16

Total Return B,C,D

  5.15%

  (9.87)%

  8.87%

  24.34%

  (50.13)%

  28.29%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  3.23% A

  2.78%

  2.82%

  2.77%

  2.39%

  2.31%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.15% A

  2.16%

  2.18%

  2.21%

  2.21%

  2.21%

Net investment income (loss)

  .79% A

  .43%

  (.14)%

  .98%

  .90%

  .94%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 926

$ 1,136

$ 1,935

$ 2,490

$ 2,806

$ 11,206

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.18

$ 11.30

$ 10.43

$ 8.58

$ 20.10

$ 16.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .04

  .05

  (.01)

  .08

  .13

  .17

Net realized and unrealized gain (loss)

  .46

  (1.17)

  .94

  1.94

  (8.82)

  4.32

Total from investment operations

  .50

  (1.12)

  .93

  2.02

  (8.69)

  4.49

Distributions from net investment income

  (.06)

  -

  (.06)

  (.17)

  (.15)

  (.05)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.06)

  -

  (.06)

  (.17)

  (2.83)

  (1.28)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.64

$ 10.18

$ 11.30

$ 10.43

$ 8.58

$ 20.10

Total Return B,C,D

  5.19%

  (9.91)%

  8.92%

  24.29%

  (50.11)%

  28.21%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  3.19% A

  2.75%

  2.82%

  2.77%

  2.38%

  2.26%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.15% A

  2.16%

  2.18%

  2.21%

  2.21%

  2.21%

Net investment income (loss)

  .80% A

  .43%

  (.14)%

  .98%

  .90%

  .94%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,420

$ 2,524

$ 3,166

$ 3,913

$ 4,522

$ 16,084

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.83

$ 11.98

$ 11.03

$ 9.13

$ 21.27

$ 17.72

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .10

  .18

  .09

  .18

  .30

  .38

Net realized and unrealized gain (loss)

  .47

  (1.24)

  1.01

  2.03

  (9.38)

  4.54

Total from investment operations

  .57

  (1.06)

  1.10

  2.21

  (9.08)

  4.92

Distributions from net investment income

  (.20)

  (.09)

  (.15)

  (.31)

  (.38)

  (.14)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.20)

  (.09)

  (.15)

  (.31)

  (3.06)

  (1.37)

Redemption fees added to paid in capital D

  .02

  - H

  - H

  - H

  - H

  - H

Net asset value, end of period

$ 11.22

$ 10.83

$ 11.98

$ 11.03

$ 9.13

$ 21.27

Total Return B,C

  5.66%

  (8.95)%

  10.00%

  25.57%

  (49.63)%

  29.57%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  2.02% A

  1.54%

  1.80%

  1.68%

  1.27%

  1.19%

Expenses net of fee waivers, if any

  1.20% A

  1.20%

  1.25%

  1.25%

  1.25%

  1.19%

Expenses net of all reductions

  1.15% A

  1.16%

  1.17%

  1.21%

  1.21%

  1.15%

Net investment income (loss)

  1.80% A

  1.43%

  .86%

  1.98%

  1.90%

  2.00%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 415

$ 296

$ 336

$ 434

$ 378

$ 1,738

Portfolio turnover rate F

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by 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 are available on the SEC web site or upon request.

Semiannual Report

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds,including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

$ 1,402,377

Gross unrealized depreciation

(1,163,863)

Net unrealized appreciation (depreciation) on securities and other investments

$ 238,514

Tax cost

$ 18,168,886

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (9,488,728)

2017

(8,044,625)

Total capital loss carryforward

$ (17,533,353)

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,291,953 and $12,413,564, 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 an annualized 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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 10,332

$ 325

Class T

.25%

.25%

14,371

155

Class B

.75%

.25%

5,092

3,830

Class C

.75%

.25%

11,768

1,367

 

 

 

$ 41,563

$ 5,677

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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

$ 1,190

Class T

866

Class B*

770

Class C*

167

 

$ 2,993

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 12,825

.31

Class T

9,536

.33

Class B

1,588

.31

Class C

3,679

.31

Institutional Class

355

.23

 

$ 27,983

 

* Annualized

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 each 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 $29 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $26 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,591. During the period, there were no securities loaned to FCM.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.45%

$ 38,026

Class T

1.70%

29,193

Class B

2.20%

5,221

Class C

2.20%

11,660

Institutional Class

1.20%

1,290

 

 

$ 85,390

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 $4,566 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2012

Year ended
October 31, 2011

From net investment income

 

 

Class A

$ 122,752

$ 48,533

Class T

73,897

17,367

Class B

4,700

-

Class C

15,083

-

Institutional Class

5,003

3,362

Total

$ 221,435

$ 69,262

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31, 2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

352,950

113,790

$ 3,648,669

$ 1,369,180

Reinvestment of distributions

10,620

3,553

106,515

42,460

Shares redeemed

(378,828)

(236,239)

(4,041,854)

(2,808,784)

Net increase (decrease)

(15,258)

(118,896)

$ (286,670)

$ (1,397,144)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31, 2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class T

 

 

 

 

Shares sold

26,004

87,655

$ 274,173

$ 1,039,691

Reinvestment of distributions

7,166

1,416

71,732

16,885

Shares redeemed

(59,862)

(165,637)

(621,841)

(1,980,913)

Net increase (decrease)

(26,692)

(76,566)

$ (275,936)

$ (924,337)

Class B

 

 

 

 

Shares sold

230

1,700

$ 2,308

$ 19,713

Reinvestment of distributions

422

-

4,127

-

Shares redeemed

(25,340)

(61,103)

(259,741)

(715,010)

Net increase (decrease)

(24,688)

(59,403)

$ (253,306)

$ (695,297)

Class C

 

 

 

 

Shares sold

19,550

39,446

$ 197,142

$ 455,073

Reinvestment of distributions

1,320

-

12,817

-

Shares redeemed

(41,405)

(71,785)

(412,032)

(822,473)

Net increase (decrease)

(20,535)

(32,339)

$ (202,073)

$ (367,400)

Institutional Class

 

 

 

 

Shares sold

22,988

55,800

$ 254,698

$ 702,293

Reinvestment of distributions

381

124

3,887

1,508

Shares redeemed

(13,640)

(56,680)

(150,411)

(689,404)

Net increase (decrease)

9,729

(756)

$ 108,174

$ 14,397

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investment Advisors (U.K.) 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

State Street Bank and Trust Company

Quincy, MA

AEUR-USAN-0612
1.784875.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Europe Capital Appreciation
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,055.80

$ 7.41

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.40

$ 8.68

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,051.50

$ 11.22

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,051.90

$ 11.22

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.60

$ 6.14

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.7

5.0

Nestle SA (Switzerland, Food Products)

3.6

3.8

Sanofi SA (France, Pharmaceuticals)

2.5

3.1

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

2.4

1.9

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

2.0

0.0

 

14.2

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

18.6

16.6

Financials

17.5

22.4

Consumer Staples

14.1

10.2

Health Care

12.1

10.3

Industrials

9.1

8.9

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

38.5

33.4

France

13.0

16.9

Germany

9.6

10.0

Switzerland

7.2

8.7

Italy

4.9

4.9

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 97.6%

 

ade15

Stocks 98.5%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.4%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.5%

 

ade109

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

Australia - 0.4%

Fortescue Metals Group Ltd.

13,040

$ 76,623

Austria - 0.2%

Erste Bank AG

1,500

34,541

Bailiwick of Guernsey - 0.4%

Resolution Ltd.

18,200

66,111

Bailiwick of Jersey - 3.1%

Experian PLC

13,200

208,357

Randgold Resources Ltd. sponsored ADR

500

44,575

Shire PLC

5,390

175,696

Wolseley PLC

3,400

129,299

TOTAL BAILIWICK OF JERSEY

557,927

Belgium - 0.4%

Anheuser-Busch InBev SA NV (strip VVPR) (a)

6,080

8

KBC Groupe SA

3,480

67,306

TOTAL BELGIUM

67,314

Bermuda - 0.2%

Lazard Ltd. Class A

1,500

41,265

British Virgin Islands - 0.4%

Mail.ru Group Ltd. GDR (Reg. S) (a)

1,700

73,525

Canada - 0.4%

Harry Winston Diamond Corp. (a)

2,400

34,260

Ivanhoe Mines Ltd. (a)

2,500

29,182

TOTAL CANADA

63,442

Cayman Islands - 0.3%

Sands China Ltd.

14,400

56,608

Denmark - 2.4%

Danske Bank A/S (a)

6,301

102,313

Novo Nordisk A/S Series B

2,237

329,815

TOTAL DENMARK

432,128

Finland - 0.4%

Fortum Corp.

3,700

79,593

France - 13.0%

Arkema SA

1,300

115,148

Atos Origin SA

1,470

94,682

BNP Paribas SA

4,969

199,641

Carrefour SA

5,892

118,362

Christian Dior SA

600

90,429

Common Stocks - continued

Shares

Value

France - continued

Compagnie Generale de Geophysique SA (a)

2,400

$ 68,832

Danone

2,600

182,936

Essilor International SA

1,060

93,371

Eurofins Scientific SA

400

47,265

JC Decaux SA

3,100

87,965

LVMH Moet Hennessy - Louis Vuitton SA

814

134,858

PPR SA

1,600

267,619

Publicis Groupe SA

2,200

113,466

Remy Cointreau SA

800

89,161

Sanofi SA

5,808

443,659

Schneider Electric SA

1,400

86,013

Vivendi

4,279

79,105

TOTAL FRANCE

2,312,512

Germany - 7.2%

adidas AG

1,600

133,439

Allianz AG

2,175

242,377

BASF AG

1,884

155,104

Bayer AG (d)

3,400

239,494

Deutsche Boerse AG

1,300

81,624

Fresenius Medical Care AG & Co. KGaA

1,300

92,322

SAP AG

4,275

283,512

Wirecard AG

2,900

53,746

TOTAL GERMANY

1,281,618

Ireland - 1.6%

CRH PLC

5,200

105,517

Elan Corp. PLC (a)

6,200

85,481

Ingersoll-Rand PLC

2,100

89,292

TOTAL IRELAND

280,290

Italy - 4.9%

Brunello Cucinelli SpA

600

9,531

ENI SpA

15,200

337,767

Fiat Industrial SpA

10,000

113,450

Intesa Sanpaolo SpA

64,361

97,385

Prada SpA

20,300

137,886

Prysmian SpA

7,200

117,236

Salvatore Ferragamo Italia SpA

2,700

66,017

TOTAL ITALY

879,272

Luxembourg - 0.4%

Millicom International Cellular SA (depository receipt)

700

74,367

Common Stocks - continued

Shares

Value

Netherlands - 2.9%

AEGON NV

22,200

$ 103,273

Gemalto NV

614

45,753

HeidelbergCement Finance AG (d)

2,500

137,460

LyondellBasell Industries NV Class A

2,100

87,738

NXP Semiconductors NV (a)

2,900

74,965

Randstad Holding NV

2,000

69,261

TOTAL NETHERLANDS

518,450

Norway - 0.5%

Schibsted ASA (B Shares)

2,300

87,743

Spain - 3.1%

Banco Bilbao Vizcaya Argentaria SA

27,292

184,700

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

24,158

3,454

Grifols SA (a)(d)

5,800

146,075

Inditex SA (d)

2,522

226,859

TOTAL SPAIN

561,088

Sweden - 2.9%

H&M Hennes & Mauritz AB (B Shares)

5,148

176,866

Swedbank AB (A Shares)

9,705

160,721

Swedish Match Co. AB

4,200

170,731

TOTAL SWEDEN

508,318

Switzerland - 7.2%

Adecco SA (Reg.)

1,365

66,479

Clariant AG (Reg.)

5,140

65,358

Nestle SA

10,595

649,090

Roche Holding AG (participation certificate)

928

169,536

Schindler Holding AG (participation certificate)

1,065

137,768

UBS AG

15,434

192,764

TOTAL SWITZERLAND

1,280,995

United Kingdom - 38.5%

Aegis Group PLC

96,418

278,093

Anglo American PLC (United Kingdom)

5,800

222,923

Antofagasta PLC

4,700

90,093

Aviva PLC

22,200

111,124

Barclays PLC

59,400

210,323

Barratt Developments PLC (a)

63,400

137,583

Bellway PLC

8,000

102,255

BG Group PLC

11,773

277,173

British American Tobacco PLC (United Kingdom)

8,300

425,756

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Land Co. PLC

15,396

$ 122,297

Domino Printing Sciences PLC

6,700

65,140

Filtrona PLC

16,000

120,603

GlaxoSmithKline PLC

15,300

353,496

Hilton Food Group PLC

9,700

44,831

HSBC Holdings PLC (United Kingdom)

39,700

358,423

ICAP PLC

9,600

59,164

Imagination Technologies Group PLC (a)

9,500

106,009

Intertek Group PLC

1,900

77,560

ITV PLC

57,900

78,659

Kingfisher PLC

12,700

59,882

Lloyds Banking Group PLC (a)

168,000

84,337

Meggitt PLC

21,600

143,216

Michael Page International PLC

20,400

137,610

Next PLC

3,300

156,884

Old Mutual PLC

44,012

105,582

Persimmon PLC

9,400

95,891

Prudential PLC

10,260

125,761

Reckitt Benckiser Group PLC

4,700

273,637

Rolls-Royce Group PLC

13,286

177,584

Royal Dutch Shell PLC Class A (United Kingdom)

18,573

662,506

SABMiller PLC

5,200

218,473

Standard Chartered PLC (United Kingdom)

11,486

280,762

SuperGroup PLC (a)

11,900

67,177

Taylor Wimpey PLC

181,300

147,870

Ted Baker PLC

8,200

120,484

Tesco PLC

31,000

159,678

Tullow Oil PLC

5,200

129,471

Vodafone Group PLC

86,200

238,628

Xstrata PLC

12,600

240,811

TOTAL UNITED KINGDOM

6,867,749

United States of America - 4.4%

Apple, Inc. (a)

115

67,188

Beam, Inc.

2,000

113,560

Citrix Systems, Inc. (a)

600

51,366

Dunkin' Brands Group, Inc.

100

3,237

Manitowoc Co., Inc.

4,100

56,785

Mead Johnson Nutrition Co. Class A

800

68,448

Michael Kors Holdings Ltd.

100

4,567

Morgan Stanley

4,400

76,032

Noble Energy, Inc.

1,000

99,320

Common Stocks - continued

Shares

Value

United States of America - continued

Saba Software, Inc. (a)

2,700

$ 26,244

salesforce.com, Inc. (a)

500

77,865

Visa, Inc. Class A

700

86,086

Yum! Brands, Inc.

800

58,184

TOTAL UNITED STATES OF AMERICA

788,882

TOTAL COMMON STOCKS

(Cost $16,587,134)


16,990,361

Nonconvertible Preferred Stocks - 2.4%

 

 

 

 

Germany - 2.4%

Hugo Boss AG (non-vtg.)

800

89,288

ProSiebenSat.1 Media AG

5,700

144,726

Volkswagen AG

1,000

189,436

TOTAL GERMANY

423,450

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

1,408,316

2,286

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $361,273)


425,736

Money Market Funds - 5.6%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

311,726

311,726

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

679,577

679,577

TOTAL MONEY MARKET FUNDS

(Cost $991,303)


991,303

TOTAL INVESTMENT PORTFOLIO - 103.2%

(Cost $17,939,710)

18,407,400

NET OTHER ASSETS (LIABILITIES) - (3.2)%

(565,381)

NET ASSETS - 100%

$ 17,842,019

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 237

Fidelity Securities Lending Cash Central Fund

2,591

Total

$ 2,828

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 3,323,502

$ 3,323,502

$ -

$ -

Consumer Staples

2,514,671

2,088,915

425,756

-

Energy

1,575,069

505,964

1,069,105

-

Financials

3,111,280

1,740,575

1,370,705

-

Health Care

2,176,210

695,741

1,480,469

-

Industrials

1,612,196

1,612,196

-

-

Information Technology

1,106,081

822,569

283,512

-

Materials

1,525,395

1,419,878

105,517

-

Telecommunication Services

392,100

153,472

238,628

-

Utilities

79,593

79,593

-

-

Money Market Funds

991,303

991,303

-

-

Total Investments in Securities:

$ 18,407,400

$ 13,433,708

$ 4,973,692

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $633,070) - See accompanying schedule:

Unaffiliated issuers (cost $16,948,407)

$ 17,416,097

 

Fidelity Central Funds (cost $991,303)

991,303

 

Total Investments (cost $17,939,710)

 

$ 18,407,400

Foreign currency held at value (cost $5,034)

5,032

Receivable for investments sold

87,591

Receivable for fund shares sold

8,014

Dividends receivable

92,284

Distributions receivable from Fidelity Central Funds

1,135

Prepaid expenses

18

Receivable from investment adviser for expense reductions

9,002

Other receivables

2,998

Total assets

18,613,474

 

 

 

Liabilities

Payable for investments purchased

$ 30,896

Payable for fund shares redeemed

6,945

Accrued management fee

10,440

Distribution and service plan fees payable

6,894

Other affiliated payables

5,309

Other payables and accrued expenses

31,394

Collateral on securities loaned, at value

679,577

Total liabilities

771,455

 

 

 

Net Assets

$ 17,842,019

Net Assets consist of:

 

Paid in capital

$ 35,551,609

Undistributed net investment income

100,270

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

(18,278,704)

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

468,844

Net Assets

$ 17,842,019

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price
 Class A:
Net Asset Value
and redemption price per share
($8,166,396 ÷ 741,138 shares)

$ 11.02

 

 

 

Maximum offering price per share (100/94.25 of $11.02)

$ 11.69

Class T:
Net Asset Value
and redemption price per share ($5,914,758 ÷ 538,362 shares)

$ 10.99

 

 

 

Maximum offering price per share (100/96.50 of $10.99)

$ 11.39

Class B:
Net Asset Value
and offering price per share
($925,594 ÷ 86,405 shares)A

$ 10.71

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,419,787 ÷ 227,449 shares)A

$ 10.64

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($415,484 ÷ 37,021 shares)

$ 11.22

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 272,467

Income from Fidelity Central Funds

 

2,828

Income before foreign taxes withheld

 

275,295

Less foreign taxes withheld

 

(14,926)

Total income

 

260,369

 

 

 

Expenses

Management fee

$ 62,644

Transfer agent fees

27,983

Distribution and service plan fees

41,563

Accounting and security lending fees

4,603

Custodian fees and expenses

14,826

Independent trustees' compensation

53

Registration fees

55,697

Audit

25,511

Legal

78

Miscellaneous

88

Total expenses before reductions

233,046

Expense reductions

(89,956)

143,090

Net investment income (loss)

117,279

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(568,594)

Foreign currency transactions

95

Total net realized gain (loss)

 

(568,499)

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,447,931

Assets and liabilities in foreign currencies

1,151

Total change in net unrealized appreciation (depreciation)

 

1,449,082

Net gain (loss)

880,583

Net increase (decrease) in net assets resulting from operations

$ 997,862

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 117,279

$ 207,981

Net realized gain (loss)

(568,499)

1,827,999

Change in net unrealized appreciation (depreciation)

1,449,082

(3,861,503)

Net increase (decrease) in net assets resulting
from operations

997,862

(1,825,523)

Distributions to shareholders from net investment income

(221,435)

(69,262)

Share transactions - net increase (decrease)

(909,811)

(3,369,781)

Redemption fees

29,901

300

Total increase (decrease) in net assets

(103,483)

(5,264,266)

 

 

 

Net Assets

Beginning of period

17,945,502

23,209,768

End of period (including undistributed net investment income of $100,270 and undistributed net investment income of $204,426, respectively)

$ 17,842,019

$ 17,945,502

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.61

$ 11.74

$ 10.82

$ 8.98

$ 20.94

$ 17.49

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .08

  .14

  .06

  .15

  .25

  .32

Net realized and unrealized gain (loss)

  .48

  (1.21)

  .99

  1.99

  (9.22)

  4.48

Total from investment operations

  .56

  (1.07)

  1.05

  2.14

  (8.97)

  4.80

Distributions from net investment income

  (.17)

  (.06)

  (.13)

  (.30)

  (.31)

  (.12)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.17)

  (.06)

  (.13)

  (.30)

  (2.99)

  (1.35)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 11.02

$ 10.61

$ 11.74

$ 10.82

$ 8.98

$ 20.94

Total Return B,C,D

  5.58%

  (9.19)%

  9.74%

  25.27%

  (49.77)%

  29.16%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.37% A

  2.00%

  2.05%

  2.00%

  1.63%

  1.53%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.50%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.40% A

  1.41%

  1.43%

  1.46%

  1.46%

  1.46%

Net investment income (loss)

  1.55% A

  1.18%

  .61%

  1.73%

  1.65%

  1.69%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,166

$ 8,025

$ 10,276

$ 10,904

$ 10,286

$ 29,273

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.56

$ 11.68

$ 10.78

$ 8.92

$ 20.75

$ 17.35

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

  .11

  .04

  .13

  .21

  .27

Net realized and unrealized gain (loss)

  .47

  (1.20)

  .97

  1.99

  (9.17)

  4.44

Total from investment operations

  .54

  (1.09)

  1.01

  2.12

  (8.96)

  4.71

Distributions from net investment income

  (.13)

  (.03)

  (.11)

  (.26)

  (.19)

  (.08)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.13)

  (.03)

  (.11)

  (.26)

  (2.87)

  (1.31)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.99

$ 10.56

$ 11.68

$ 10.78

$ 8.92

$ 20.75

Total Return B,C,D

  5.44%

  (9.38)%

  9.42%

  24.99%

  (49.91)%

  28.86%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  2.72% A

  2.27%

  2.34%

  2.28%

  1.88%

  1.80%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.65% A

  1.66%

  1.67%

  1.71%

  1.71%

  1.71%

Net investment income (loss)

  1.30% A

  .93%

  .36%

  1.48%

  1.40%

  1.44%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,915

$ 5,965

$ 7,496

$ 8,014

$ 7,866

$ 21,357

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.23

$ 11.35

$ 10.48

$ 8.61

$ 20.16

$ 16.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .04

  .05

  (.01)

  .08

  .13

  .17

Net realized and unrealized gain (loss)

  .46

  (1.17)

  .94

  1.95

  (8.86)

  4.34

Total from investment operations

  .50

  (1.12)

  .93

  2.03

  (8.73)

  4.51

Distributions from net investment income

  (.04)

  -

  (.06)

  (.16)

  (.14)

  (.03)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.04)

  -

  (.06)

  (.16)

  (2.82)

  (1.26)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.71

$ 10.23

$ 11.35

$ 10.48

$ 8.61

$ 20.16

Total Return B,C,D

  5.15%

  (9.87)%

  8.87%

  24.34%

  (50.13)%

  28.29%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  3.23% A

  2.78%

  2.82%

  2.77%

  2.39%

  2.31%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.15% A

  2.16%

  2.18%

  2.21%

  2.21%

  2.21%

Net investment income (loss)

  .79% A

  .43%

  (.14)%

  .98%

  .90%

  .94%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 926

$ 1,136

$ 1,935

$ 2,490

$ 2,806

$ 11,206

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.18

$ 11.30

$ 10.43

$ 8.58

$ 20.10

$ 16.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .04

  .05

  (.01)

  .08

  .13

  .17

Net realized and unrealized gain (loss)

  .46

  (1.17)

  .94

  1.94

  (8.82)

  4.32

Total from investment operations

  .50

  (1.12)

  .93

  2.02

  (8.69)

  4.49

Distributions from net investment income

  (.06)

  -

  (.06)

  (.17)

  (.15)

  (.05)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.06)

  -

  (.06)

  (.17)

  (2.83)

  (1.28)

Redemption fees added to paid in capital E

  .02

  - I

  - I

  - I

  - I

  - I

Net asset value, end of period

$ 10.64

$ 10.18

$ 11.30

$ 10.43

$ 8.58

$ 20.10

Total Return B,C,D

  5.19%

  (9.91)%

  8.92%

  24.29%

  (50.11)%

  28.21%

Ratios to Average Net Assets F,H

 

 

 

 

 

Expenses before reductions

  3.19% A

  2.75%

  2.82%

  2.77%

  2.38%

  2.26%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.15% A

  2.16%

  2.18%

  2.21%

  2.21%

  2.21%

Net investment income (loss)

  .80% A

  .43%

  (.14)%

  .98%

  .90%

  .94%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,420

$ 2,524

$ 3,166

$ 3,913

$ 4,522

$ 16,084

Portfolio turnover rate G

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.83

$ 11.98

$ 11.03

$ 9.13

$ 21.27

$ 17.72

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .10

  .18

  .09

  .18

  .30

  .38

Net realized and unrealized gain (loss)

  .47

  (1.24)

  1.01

  2.03

  (9.38)

  4.54

Total from investment operations

  .57

  (1.06)

  1.10

  2.21

  (9.08)

  4.92

Distributions from net investment income

  (.20)

  (.09)

  (.15)

  (.31)

  (.38)

  (.14)

Distributions from net realized gain

  -

  -

  -

  -

  (2.68)

  (1.23)

Total distributions

  (.20)

  (.09)

  (.15)

  (.31)

  (3.06)

  (1.37)

Redemption fees added to paid in capital D

  .02

  - H

  - H

  - H

  - H

  - H

Net asset value, end of period

$ 11.22

$ 10.83

$ 11.98

$ 11.03

$ 9.13

$ 21.27

Total Return B,C

  5.66%

  (8.95)%

  10.00%

  25.57%

  (49.63)%

  29.57%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  2.02% A

  1.54%

  1.80%

  1.68%

  1.27%

  1.19%

Expenses net of fee waivers, if any

  1.20% A

  1.20%

  1.25%

  1.25%

  1.25%

  1.19%

Expenses net of all reductions

  1.15% A

  1.16%

  1.17%

  1.21%

  1.21%

  1.15%

Net investment income (loss)

  1.80% A

  1.43%

  .86%

  1.98%

  1.90%

  2.00%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 415

$ 296

$ 336

$ 434

$ 378

$ 1,738

Portfolio turnover rate F

  129% A

  118%

  143%

  109%

  112%

  173%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by 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 are available on the SEC web site or upon request.

Semiannual Report

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds,including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

$ 1,402,377

Gross unrealized depreciation

(1,163,863)

Net unrealized appreciation (depreciation) on securities and other investments

$ 238,514

Tax cost

$ 18,168,886

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (9,488,728)

2017

(8,044,625)

Total capital loss carryforward

$ (17,533,353)

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,291,953 and $12,413,564, 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 an annualized 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 annualized management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 10,332

$ 325

Class T

.25%

.25%

14,371

155

Class B

.75%

.25%

5,092

3,830

Class C

.75%

.25%

11,768

1,367

 

 

 

$ 41,563

$ 5,677

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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

$ 1,190

Class T

866

Class B*

770

Class C*

167

 

$ 2,993

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 12,825

.31

Class T

9,536

.33

Class B

1,588

.31

Class C

3,679

.31

Institutional Class

355

.23

 

$ 27,983

 

* Annualized

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 each 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 $29 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $26 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,591. During the period, there were no securities loaned to FCM.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.45%

$ 38,026

Class T

1.70%

29,193

Class B

2.20%

5,221

Class C

2.20%

11,660

Institutional Class

1.20%

1,290

 

 

$ 85,390

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 $4,566 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2012

Year ended
October 31, 2011

From net investment income

 

 

Class A

$ 122,752

$ 48,533

Class T

73,897

17,367

Class B

4,700

-

Class C

15,083

-

Institutional Class

5,003

3,362

Total

$ 221,435

$ 69,262

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31, 2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

352,950

113,790

$ 3,648,669

$ 1,369,180

Reinvestment of distributions

10,620

3,553

106,515

42,460

Shares redeemed

(378,828)

(236,239)

(4,041,854)

(2,808,784)

Net increase (decrease)

(15,258)

(118,896)

$ (286,670)

$ (1,397,144)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31, 2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class T

 

 

 

 

Shares sold

26,004

87,655

$ 274,173

$ 1,039,691

Reinvestment of distributions

7,166

1,416

71,732

16,885

Shares redeemed

(59,862)

(165,637)

(621,841)

(1,980,913)

Net increase (decrease)

(26,692)

(76,566)

$ (275,936)

$ (924,337)

Class B

 

 

 

 

Shares sold

230

1,700

$ 2,308

$ 19,713

Reinvestment of distributions

422

-

4,127

-

Shares redeemed

(25,340)

(61,103)

(259,741)

(715,010)

Net increase (decrease)

(24,688)

(59,403)

$ (253,306)

$ (695,297)

Class C

 

 

 

 

Shares sold

19,550

39,446

$ 197,142

$ 455,073

Reinvestment of distributions

1,320

-

12,817

-

Shares redeemed

(41,405)

(71,785)

(412,032)

(822,473)

Net increase (decrease)

(20,535)

(32,339)

$ (202,073)

$ (367,400)

Institutional Class

 

 

 

 

Shares sold

22,988

55,800

$ 254,698

$ 702,293

Reinvestment of distributions

381

124

3,887

1,508

Shares redeemed

(13,640)

(56,680)

(150,411)

(689,404)

Net increase (decrease)

9,729

(756)

$ 108,174

$ 14,397

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investment Advisors (U.K.) 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

State Street Bank and Trust Company

Quincy, MA

AEURI-USAN-0612
1.784876.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Global Capital Appreciation
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.00

$ 7.38

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.20

$ 8.65

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.50

$ 11.18

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.50

$ 11.18

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.60

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 5.92

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Proto Corp. (Japan, Media)

1.8

2.3

Sanofi SA sponsored ADR (France, Pharmaceuticals)

1.6

0.0

Advance Auto Parts, Inc. (United States of America, Specialty Retail)

1.6

1.5

Computer Task Group, Inc. (United States of America, IT Services)

1.5

1.7

carsales.com Ltd. (Australia, Internet Software & Services)

1.5

1.0

 

8.0

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.7

18.2

Information Technology

21.7

32.3

Financials

13.2

9.2

Health Care

10.3

14.8

Energy

8.6

9.4

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

42.9

35.1

Japan

13.6

14.4

India

6.0

16.5

France

4.8

1.8

United Kingdom

3.9

5.4

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 99.9%

 

ade15

Stocks 98.0%

 

ade21

Short-Term Investments and Net Other Assets (Liabilities) 0.1%

 

ade21

Short-Term Investments and Net Other Assets (Liabilities) 2.0%

 

ade120

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value

Australia - 2.2%

Australia & New Zealand Banking Group Ltd.

4,479

$ 111,575

carsales.com Ltd. (d)

205,327

1,230,040

Goodman Group unit

29,684

111,335

Imdex Ltd.

37,878

99,447

Newcrest Mining Ltd.

700

19,180

Nufarm Ltd.

20,863

106,942

Troy Resources NL

19,380

90,052

TOTAL AUSTRALIA

1,768,571

Austria - 0.4%

Austriamicrosystems AG

1,810

145,590

OMV AG

4,700

159,124

TOTAL AUSTRIA

304,714

Bailiwick of Jersey - 0.1%

Delphi Automotive PLC

1,900

58,311

Belgium - 0.7%

Anheuser-Busch InBev SA NV ADR (d)

5,600

406,672

KBC Groupe SA

9,235

178,612

TOTAL BELGIUM

585,284

Bermuda - 1.1%

China Foods Ltd.

58,000

62,794

Fairwood Holdings Ltd.

138,000

236,562

Invesco Ltd.

6,900

171,396

Marvell Technology Group Ltd. (a)

17,700

265,677

Nabors Industries Ltd. (a)

6,200

103,230

Soundwill Holdings Ltd.

38,000

59,753

TOTAL BERMUDA

899,412

Brazil - 2.7%

Amil Participacoes SA

2,200

21,410

Banco Do Est Rio Grande Sul SA

9,700

84,067

BM&F Bovespa SA

26,900

151,283

Companhia de Concessoes Rodoviarias

33,600

260,882

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

6,300

247,353

Embraer SA sponsored ADR

3,000

103,920

EZ Tec Empreendimentos e Participacoes SA

22,000

242,950

Itau Unibanco Banco Multiplo SA

4,700

73,971

Kroton Educacional SA unit (a)

14,400

210,015

Multiplus SA

7,300

158,167

Qualicorp SA

7,000

60,961

Common Stocks - continued

Shares

Value

Brazil - continued

Tegma Gestao Logistica SA

14,100

$ 214,516

Totvs SA

18,000

350,812

TOTAL BRAZIL

2,180,307

Canada - 1.6%

Bellhaven Copper & Gold, Inc. (a)

350,000

129,334

Canadian National Railway Co.

1,200

102,415

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

5,600

125,692

Melcor Developments Ltd.

15,900

246,287

Novagold Resources, Inc. (a)

8,800

63,433

Petrobank Energy & Resources Ltd. (a)

11,500

164,860

PHX Energy Services Corp. (d)

8,600

83,323

Suncor Energy, Inc.

3,100

102,407

Talisman Energy, Inc.

20,000

261,605

TOTAL CANADA

1,279,356

Cayman Islands - 3.4%

3SBio, Inc. sponsored ADR (a)

4,100

53,628

Biostime International Holdings Ltd.

163,000

469,547

Ctrip.com International Ltd. sponsored ADR (a)(d)

8,500

184,195

Daphne International Holdings Ltd.

334,000

476,980

International Taifeng Holdings Ltd.

264,000

81,664

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)

20,300

315,056

Pico Far East Holdings Ltd.

674,000

162,448

Prince Frog International Holdings Ltd.

236,000

90,949

Shenguan Holdings Group Ltd.

422,000

228,442

Shenzhou International Group Holdings Ltd.

327,000

615,339

SITC International Holdings Co. Ltd.

191,000

57,852

TOTAL CAYMAN ISLANDS

2,736,100

China - 0.1%

China CITIC Bank Corp. Ltd. (H Shares)

177,000

112,697

Denmark - 0.3%

Carlsberg A/S Series B

2,800

241,351

Finland - 0.1%

Nokian Tyres PLC

2,200

104,350

France - 4.8%

Arkema SA

3,600

318,872

BNP Paribas SA

5,000

200,887

Danone SA

3,100

218,116

Edenred SA

15,600

498,315

Ingenico SA

9,775

514,241

Common Stocks - continued

Shares

Value

France - continued

Maisons France Confort

7,200

$ 198,919

Natixis SA

61,000

185,891

Safran SA

2,400

88,959

Sanofi SA sponsored ADR (d)

34,400

1,313,392

Societe Generale Series A

7,600

179,687

Ubisoft Entertainment SA (a)

27,659

190,361

Ubisoft Entertainment SA warrants 10/10/13 (a)

27,659

989

TOTAL FRANCE

3,908,629

Germany - 0.5%

Aareal Bank AG (a)

10,646

205,408

adidas AG

2,000

166,799

Isra Vision AG

2,500

59,836

TOTAL GERMANY

432,043

Hong Kong - 0.5%

AIA Group Ltd.

80,200

285,297

Lenovo Group Ltd.

118,000

113,458

TOTAL HONG KONG

398,755

India - 6.0%

Bata India Ltd.

7,330

122,250

Cipla Ltd.

17,616

104,361

CRISIL Ltd.

10,681

211,075

eClerx

18,500

258,013

ICRA Ltd.

7,131

151,611

Indian Bank

22,225

93,348

Indoco Remedies Ltd.

17,236

153,591

INFO Edge India Ltd.

58,933

855,936

Ipca Laboratories Ltd.

18,779

128,884

Jubilant Foodworks Ltd. (a)

53,214

1,197,757

Lovable Lingerie Ltd.

11,220

78,571

Manappuram General Finance & Leasing Ltd.

503,449

287,262

Natco Pharma Ltd.

9,352

76,020

Opto Circuits India Ltd.

98,153

346,839

Page Industries Ltd.

3,112

184,847

Prakash Industries Ltd.

58,881

58,641

Sobha Developers Ltd.

57,939

363,377

South Indian Bank Ltd.

419,216

196,174

Sun TV Ltd.

2,642

14,368

TOTAL INDIA

4,882,925

Common Stocks - continued

Shares

Value

Ireland - 1.2%

Jazz Pharmaceuticals PLC (a)

2,900

$ 147,987

Paddy Power PLC (Ireland)

4,200

274,106

Trinity Biotech PLC sponsored ADR

47,941

552,280

TOTAL IRELAND

974,373

Israel - 0.9%

ClickSoftware Technologies Ltd.

43,800

474,354

NICE Systems Ltd. sponsored ADR (a)

6,300

242,046

TOTAL ISRAEL

716,400

Italy - 0.9%

Banca Popolare dell'Emilia Romagna Scrl

27,500

168,771

De Longhi SpA

18,200

256,351

ENI SpA

12,300

273,324

Gentium SpA sponsored ADR (a)

4,900

46,550

TOTAL ITALY

744,996

Japan - 13.6%

Ajinomoto Co., Inc.

38,000

490,468

Asahi Glass Co. Ltd.

26,000

204,439

CAC Corp.

53,700

469,517

CKD Corp.

28,900

213,929

Credit Saison Co. Ltd.

7,200

154,529

Daihatsu Motor Co. Ltd.

26,000

490,830

Fujitsu Ltd.

21,000

102,073

Hitachi Capital Corp.

14,800

244,672

Hitachi Transport System Ltd.

12,900

236,098

IT Holdings Corp.

18,000

230,513

Iwatsuka Confectionary Co. Ltd.

1,300

52,749

Kakaku.com, Inc.

1,800

55,977

Kanto Natural Gas Development

9,000

47,227

Kintetsu World Express, Inc.

6,900

247,057

KOMERI Co. Ltd.

4,700

131,689

MEGANE TOP CO. LTD.

14,700

188,777

Micronics Japan Co. Ltd.

20,000

93,780

Mitsubishi UFJ Lease & Finance Co. Ltd.

5,080

211,077

Nomura Real Estate Holdings, Inc.

6,500

113,635

Nomura Research Institute Ltd.

3,200

73,419

NSD Co. Ltd.

11,100

91,791

ORIX Corp.

2,290

218,962

Otsuka Corp.

2,900

233,250

Piolax, Inc.

5,000

121,973

Proto Corp.

42,200

1,452,476

Common Stocks - continued

Shares

Value

Japan - continued

Relo Holdings Corp.

8,100

$ 238,952

Rohto Pharmaceutical Co. Ltd.

30,000

384,288

Ryoyo Electro Corp.

18,600

205,852

Sekisui House Ltd.

23,000

213,232

Shimamura Co. Ltd.

2,200

249,157

Shinsei Bank Ltd.

191,000

246,490

Ship Healthcare Holdings, Inc.

10,300

243,496

Shoei Co. Ltd.

8,700

62,432

Square Enix Holdings Co. Ltd.

11,100

217,273

Sumitomo Mitsui Financial Group, Inc.

9,700

310,408

The Suruga Bank Ltd.

43,000

428,901

Tocalo Co. Ltd.

3,100

55,865

Tohokushinsha Film Corp.

15,100

132,158

Tokyo Seimitsu Co. Ltd.

10,500

215,850

Toshiba Plant Systems & Services Corp.

19,000

201,222

Toyo Suisan Kaisha Ltd.

19,000

487,784

Tsutsumi Jewelry Co. Ltd.

23,000

672,831

USS Co. Ltd.

1,090

110,573

Xebio Co. Ltd.

9,500

261,507

TOTAL JAPAN

11,109,178

Korea (South) - 1.9%

Hyundai Department Store Co. Ltd.

411

58,006

Hyundai Motor Co.

523

124,257

KB Financial Group, Inc.

2,900

98,116

Kia Motors Corp.

1,110

81,915

Korea Investment Holdings Co. Ltd.

2,910

100,423

LG Household & Health Care Ltd.

486

255,014

LIG Non-Life Insurance Co. Ltd.

4,490

93,366

MegaStudy Co. Ltd.

3,198

298,258

Orion Corp.

248

197,061

Samsung Electronics Co. Ltd.

101

124,225

Woongjin Coway Co. Ltd.

4,710

150,870

TOTAL KOREA (SOUTH)

1,581,511

Luxembourg - 0.3%

Altisource Portfolio Solutions SA (a)

4,700

281,201

Malaysia - 0.1%

Malaysian Plantations Bhd

83,900

109,537

Netherlands - 2.7%

Gemalto NV

16,177

1,205,457

ING Groep NV (Certificaten Van Aandelen) (a)

12,600

88,898

Common Stocks - continued

Shares

Value

Netherlands - continued

LyondellBasell Industries NV Class A

7,600

$ 317,528

Randstad Holding NV

4,447

154,002

Unilever NV (Certificaten Van Aandelen) (Bearer)

13,901

476,205

TOTAL NETHERLANDS

2,242,090

Norway - 0.2%

Schibsted ASA (B Shares)

3,500

133,521

Panama - 0.6%

Copa Holdings SA Class A

5,902

479,892

Poland - 0.2%

Eurocash SA

11,900

145,308

Russia - 2.4%

Gazprom OAO sponsored ADR (Reg. S)

18,700

215,798

Mobile TeleSystems OJSC sponsored ADR

14,900

291,444

Pharmstandard OJSC (a)

15,933

935,767

Vozrozhdenie Bank

25,400

481,520

TOTAL RUSSIA

1,924,529

Singapore - 0.1%

Breadtalk Group Ltd.

209,000

93,722

South Africa - 0.5%

Life Healthcare Group Holdings Ltd.

32,200

111,280

Super Group Ltd. (a)

179,100

338,489

TOTAL SOUTH AFRICA

449,769

Sweden - 1.4%

AarhusKarlshamn AB

20,700

696,083

EnergyO Solutions AB (a)

46,207

178,757

Intrum Justitia AB

14,800

224,618

Swedol AB

2,500

10,899

TOTAL SWEDEN

1,110,357

Switzerland - 0.4%

Aryzta AG

6,420

323,281

Thailand - 0.5%

Asian Property Development PCL (For. Reg.)

1,212,200

269,991

Supalai PCL (For. Reg.)

235,700

125,686

TOTAL THAILAND

395,677

Turkey - 0.2%

Turkiye Halk Bankasi A/S

21,000

147,012

Common Stocks - continued

Shares

Value

United Kingdom - 3.9%

Aberdeen Asset Management PLC

64,300

$ 295,876

Ashtead Group PLC

15,400

62,114

Barclays PLC

55,618

196,931

Domino Printing Sciences PLC

21,300

207,087

G4S PLC (United Kingdom)

53,700

243,701

GlaxoSmithKline PLC

24,900

575,298

HSBC Holdings PLC (United Kingdom)

24,600

222,096

Kingfisher PLC

31,500

148,526

Microgen PLC

17,400

37,985

Moneysupermarket.com Group PLC

206,300

446,349

Pearson PLC

4,100

77,236

Royal Dutch Shell PLC:

Class A sponsored ADR

527

37,702

Class B sponsored ADR

1,100

80,696

Royalblue Group PLC

5,000

125,790

Shanks Group PLC

31,500

47,293

Speedy Hire PLC

411,500

183,674

TelecityGroup PLC (a)

3,700

48,464

Vodafone Group PLC sponsored ADR

2,600

72,358

Volex PLC

12,400

52,882

TOTAL UNITED KINGDOM

3,162,058

United States of America - 42.9%

ACCO Brands Corp. (a)

8,500

89,675

Actuant Corp. Class A

5,900

160,893

Advance Auto Parts, Inc.

13,800

1,266,840

Aetna, Inc.

5,800

255,432

AGCO Corp. (a)

4,200

195,594

Albemarle Corp.

3,700

241,610

Alliance Data Systems Corp. (a)

3,600

462,564

American Public Education, Inc. (a)

7,000

243,040

Amgen, Inc.

5,500

391,105

Apache Corp.

6,900

661,986

Apple, Inc. (a)

1,481

865,259

Arrow Electronics, Inc. (a)

2,700

113,535

Autodesk, Inc. (a)

3,600

141,732

Bank of Commerce Holdings

11,000

46,860

BB&T Corp.

10,400

333,216

Bed Bath & Beyond, Inc. (a)

1,100

77,429

Biogen Idec, Inc. (a)

1,300

174,213

Brocade Communications Systems, Inc. (a)

19,100

105,814

Celgene Corp. (a)

3,100

226,052

Common Stocks - continued

Shares

Value

United States of America - continued

Centene Corp. (a)

4,200

$ 166,278

CF Industries Holdings, Inc.

2,500

482,650

Commercial Metals Co.

4,300

63,554

Computer Task Group, Inc. (a)

86,200

1,243,004

Corning, Inc.

8,800

126,280

Corporate Executive Board Co.

5,600

231,672

Corrections Corp. of America (a)

6,900

199,341

Cracker Barrel Old Country Store, Inc.

5,600

322,112

CVR Energy, Inc. (a)

8,000

242,880

Deere & Co.

2,000

164,720

Delek US Holdings, Inc.

15,100

246,130

Discover Financial Services

35,600

1,206,840

Discovery Communications, Inc. (a)

3,300

179,586

Dycom Industries, Inc. (a)

8,900

208,171

Entegris, Inc. (a)

15,200

134,520

EPAM Systems, Inc.

3,600

74,304

Equifax, Inc.

5,500

252,010

Extra Space Storage, Inc.

2,200

66,770

Fiserv, Inc. (a)

3,800

267,102

FMC Corp.

2,300

254,035

General Electric Co.

6,400

125,312

Google, Inc. Class A (a)

1,900

1,149,937

H.B. Fuller Co.

1,300

42,770

Health Net, Inc. (a)

6,300

224,343

Helmerich & Payne, Inc.

1,800

92,502

Heska Corp.

4,600

57,523

Hess Corp.

15,100

787,314

HollyFrontier Corp.

9,900

305,118

Humana, Inc.

1,700

137,156

InfoSpace, Inc. (a)

8,800

97,944

International Paper Co.

1,700

56,627

Intuit, Inc.

4,800

278,256

Jabil Circuit, Inc.

8,800

206,360

Jarden Corp.

26,900

1,127,917

John Wiley & Sons, Inc. Class A

700

31,633

JPMorgan Chase & Co.

3,400

146,132

Kennametal, Inc.

3,500

147,805

Landec Corp. (a)

33,400

215,096

Lincoln National Corp.

4,300

106,511

Lithia Motors, Inc. Class A (sub. vtg.)

11,000

295,130

Marathon Oil Corp.

20,600

604,404

Marathon Petroleum Corp.

7,400

307,914

Common Stocks - continued

Shares

Value

United States of America - continued

MasterCard, Inc. Class A

1,100

$ 497,497

Maximus, Inc.

4,900

216,825

McKesson Corp.

3,200

292,512

Mentor Graphics Corp. (a)

4,600

66,470

Merck & Co., Inc.

5,700

223,668

Molina Healthcare, Inc. (a)

3,600

92,340

Motorola Solutions, Inc.

11,800

602,154

Murphy Oil Corp.

13,800

758,586

MWI Veterinary Supply, Inc. (a)

600

56,640

Nanosphere, Inc. (a)

21,570

38,179

NeuStar, Inc. Class A (a)

5,700

207,195

Norfolk Southern Corp.

500

36,465

Omnicare, Inc.

10,300

358,852

On Assignment, Inc. (a)

7,500

140,325

Papa John's International, Inc. (a)

3,400

136,952

Parametric Technology Corp. (a)

14,700

317,226

PDF Solutions, Inc. (a)

68,700

605,934

Penske Automotive Group, Inc.

16,200

428,328

Pioneer Natural Resources Co.

100

11,582

Portfolio Recovery Associates, Inc. (a)

1,500

103,230

Prudential Financial, Inc.

3,400

205,836

PVH Corp.

700

62,160

QEP Resources, Inc.

21,700

668,577

Rayonier, Inc.

2,200

99,770

Rockwood Holdings, Inc. (a)

9,500

525,730

Ross Stores, Inc.

5,900

363,381

Safeway, Inc.

15,400

313,082

Sealed Air Corp.

1,600

30,688

Smart Balance, Inc. (a)

175,400

1,034,860

Sonic Automotive, Inc. Class A (sub. vtg.) (d)

31,800

534,876

Steel Dynamics, Inc.

4,800

61,296

Stone Energy Corp. (a)

10,700

300,135

Synopsys, Inc. (a)

13,100

393,131

Synta Pharmaceuticals Corp. (a)

23,867

103,821

TD Ameritrade Holding Corp.

1,800

33,822

Tesoro Corp. (a)

4,600

106,950

The AES Corp. (a)

17,200

215,344

The Walt Disney Co.

24,100

1,038,951

Time Warner, Inc.

9,900

370,854

Total System Services, Inc.

12,600

296,352

Towers Watson & Co.

7,100

464,340

U.S. Bancorp

3,800

122,246

Common Stocks - continued

Shares

Value

United States of America - continued

Unit Corp. (a)

4,000

$ 169,000

UnitedHealth Group, Inc.

4,900

275,135

Valero Energy Corp.

12,400

306,280

Valspar Corp.

11,300

577,995

Viacom, Inc. Class B (non-vtg.)

5,200

241,228

ViroPharma, Inc. (a)

5,700

123,975

Visa, Inc. Class A

4,500

553,410

W.R. Grace & Co. (a)

9,900

590,139

Weight Watchers International, Inc.

3,200

243,072

Wesco Aircraft Holdings, Inc. (a)

16,300

257,377

Western Refining, Inc.

5,300

100,965

Wyndham Worldwide Corp.

5,100

256,734

TOTAL UNITED STATES OF AMERICA

34,960,984

TOTAL COMMON STOCKS

(Cost $78,876,390)


80,978,201

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Germany - 0.5%

Volkswagen AG
(Cost $389,141)

2,100


397,815

Money Market Funds - 3.8%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)
(Cost $3,085,075)

3,085,075


3,085,075

TOTAL INVESTMENT PORTFOLIO - 103.7%

(Cost $82,350,606)

84,461,091

NET OTHER ASSETS (LIABILITIES) - (3.7)%

(2,975,915)

NET ASSETS - 100%

$ 81,485,176

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 1,165

Fidelity Securities Lending Cash Central Fund

6,515

Total

$ 7,680

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 18,309,488

$ 14,144,617

$ 4,164,871

$ -

Consumer Staples

6,283,488

4,776,282

1,507,206

-

Energy

7,199,619

6,879,068

320,551

-

Financials

10,876,046

7,906,205

2,969,841

-

Health Care

8,392,295

7,189,213

1,203,082

-

Industrials

7,187,716

6,029,106

1,158,610

-

Information Technology

17,776,489

15,787,194

1,989,295

-

Materials

4,345,619

4,345,619

-

-

Telecommunication Services

363,802

363,802

-

-

Utilities

641,454

641,454

-

-

Money Market Funds

3,085,075

3,085,075

-

-

Total Investments in Securities:

$ 84,461,091

$ 71,147,635

$ 13,313,456

$ -

Transfers from Level 2 to Level 1 during the period were $20,555,023.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,965,645) - See accompanying schedule:

Unaffiliated issuers (cost $79,265,531)

$ 81,376,016

 

Fidelity Central Funds (cost $3,085,075)

3,085,075

 

Total Investments (cost $82,350,606)

 

$ 84,461,091

Foreign currency held at value (cost $177,753)

177,061

Receivable for investments sold

2,644,785

Receivable for fund shares sold

67,289

Dividends receivable

199,410

Distributions receivable from Fidelity Central Funds

2,066

Prepaid expenses

174

Other receivables

70,701

Total assets

87,622,577

 

 

 

Liabilities

Payable to custodian bank

$ 1,746,196

Payable for investments purchased

548,616

Payable for fund shares redeemed

617,762

Accrued management fee

40,038

Distribution and service plan fees payable

23,468

Other affiliated payables

22,107

Other payables and accrued expenses

54,139

Collateral on securities loaned, at value

3,085,075

Total liabilities

6,137,401

 

 

 

Net Assets

$ 81,485,176

Net Assets consist of:

 

Paid in capital

$ 110,318,211

Accumulated net investment loss

(102,653)

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

(30,829,806)

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

2,099,424

Net Assets

$ 81,485,176

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($29,446,375 ÷ 2,937,595 shares)

$ 10.02

 

 

 

Maximum offering price per share (100/94.25 of $10.02)

$ 10.63

Class T:
Net Asset Value
and redemption price per share ($17,567,691 ÷ 1,804,273 shares)

$ 9.74

 

 

 

Maximum offering price per share (100/96.50 of $9.74)

$ 10.09

Class B:
Net Asset Value
and offering price per share ($1,563,296 ÷ 171,382 shares)A

$ 9.12

 

 

 

Class C:
Net Asset Value
and offering price per share ($10,040,459 ÷ 1,102,325 shares)A

$ 9.11

 

 

 

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($22,867,355 ÷ 2,205,520 shares)

$ 10.37

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 594,662

Income from Fidelity Central Funds

 

7,680

Income before foreign taxes withheld

 

602,342

Less foreign taxes withheld

 

(28,986)

Total income

 

573,356

 

 

 

Expenses

Management fee
Basic fee

$ 318,086

Performance adjustment

(47,059)

Transfer agent fees

118,485

Distribution and service plan fees

150,720

Accounting and security lending fees

23,494

Custodian fees and expenses

43,835

Independent trustees' compensation

284

Registration fees

64,764

Audit

45,724

Legal

187

Miscellaneous

701

Total expenses before reductions

719,221

Expense reductions

(43,212)

676,009

Net investment income (loss)

(102,653)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(5,600,089)

Foreign currency transactions

(255,708)

Total net realized gain (loss)

 

(5,855,797)

Change in net unrealized appreciation (depreciation) on:

Investment securities

9,272,089

Assets and liabilities in foreign currencies

84,805

Total change in net unrealized appreciation (depreciation)

 

9,356,894

Net gain (loss)

3,501,097

Net increase (decrease) in net assets resulting from operations

$ 3,398,444

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (102,653)

$ (393,823)

Net realized gain (loss)

(5,855,797)

(13,816,008)

Change in net unrealized appreciation (depreciation)

9,356,894

(16,449,325)

Net increase (decrease) in net assets resulting
from operations

3,398,444

(30,659,156)

Distributions to shareholders from net realized gain

-

(352,610)

Share transactions - net increase (decrease)

(24,743,487)

56,562,275

Redemption fees

400

6,577

Total increase (decrease) in net assets

(21,344,643)

25,557,086

 

 

 

Net Assets

Beginning of period

102,829,819

77,272,733

End of period (including accumulated net investment loss of $102,653 and undistributed net investment loss of $0, respectively)

$ 81,485,176

$ 102,829,819

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.57

$ 11.41

$ 9.04

$ 6.88

$ 15.38

$ 14.83

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.03)

  .01

  .04

  .04

  .01

Net realized and unrealized gain (loss)

  .46

  (1.76)

  2.47

  2.13

  (6.74)

  2.69

Total from investment operations

  .45

  (1.79)

  2.48

  2.17

  (6.70)

  2.70

Distributions from net investment income

  -

  -

  (.03)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.05)

  (.08)

  -

  (1.80)

  (2.15)

Total distributions

  -

  (.05)

  (.11)

  (.01)

  (1.80)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.02

$ 9.57

$ 11.41

$ 9.04

$ 6.88

$ 15.38

Total Return B,C, D

  4.70%

  (15.81)%

  27.68%

  31.68%

  (48.99)%

  20.55%

Ratios to Average Net Assets  F,H

 

 

 

 

 

Expenses before reductions

  1.54% A

  1.51%

  1.89%

  2.22%

  1.90%

  1.81%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.50%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.43% A

  1.43%

  1.44%

  1.43%

  1.41%

  1.45%

Net investment income (loss)

  (.15)% A

  (.24)%

  .13%

  .53%

  .38%

  .06%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 29,446

$ 36,367

$ 30,383

$ 6,997

$ 6,904

$ 14,000

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 11.11

$ 8.82

$ 6.72

$ 15.05

$ 14.59

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

  (.05)

  (.01)

  .02

  .01

  (.03)

Net realized and unrealized gain (loss)

  .45

  (1.72)

  2.39

  2.09

  (6.59)

  2.64

Total from investment operations

  .43

  (1.77)

  2.38

  2.11

  (6.58)

  2.61

Distributions from net investment income

  -

  -

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.03)

  (.08)

  -

  (1.75)

  (2.15)

Total distributions

  -

  (.03)

  (.09)

  (.01)

  (1.75)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.74

$ 9.31

$ 11.11

$ 8.82

$ 6.72

$ 15.05

Total Return B, C, D

  4.62%

  (15.97)%

  27.20%

  31.50%

  (49.12)%

  20.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.82% A

  1.80%

  2.32%

  2.50%

  2.17%

  2.08%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68% A

  1.68%

  1.70%

  1.69%

  1.66%

  1.71%

Net investment income (loss)

  (.40)% A

  (.49)%

  (.13)%

  .27%

  .13%

  (.19)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,568

$ 24,180

$ 23,237

$ 10,494

$ 8,104

$ 22,039

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 8.74

$ 10.46

$ 8.31

$ 6.37

$ 14.34

$ 14.06

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.04)

  (.10)

  (.06)

  (.02)

  (.04)

  (.09)

Net realized and unrealized gain (loss)

  .42

  (1.62)

  2.26

  1.97

  (6.25)

  2.52

Total from investment operations

  .38

  (1.72)

  2.20

  1.95

  (6.29)

  2.43

Distributions from net investment income

  -

  -

  -

  (.01)

  -

  -

Distributions from net realized gain

  -

  - I

  (.05)

  -

  (1.68)

  (2.15)

Total distributions

  -

  - I

  (.05)

  (.01)

  (1.68)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.12

$ 8.74

$ 10.46

$ 8.31

$ 6.37

$ 14.34

Total Return B, C, D

  4.35%

  (16.42)%

  26.64%

  30.62%

  (49.33)%

  19.65%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.30% A

  2.32%

  2.82%

  2.98%

  2.66%

  2.57%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18% A

  2.18%

  2.19%

  2.18%

  2.16%

  2.20%

Net investment income (loss)

  (.90)% A

  (.99)%

  (.62)%

  (.22)%

  (.37)%

  (.69)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,563

$ 1,926

$ 2,731

$ 2,162

$ 1,918

$ 5,029

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 8.73

$ 10.46

$ 8.31

$ 6.37

$ 14.36

$ 14.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.04)

  (.10)

  (.06)

  (.02)

  (.04)

  (.09)

Net realized and unrealized gain (loss)

  .42

  (1.61)

  2.27

  1.97

  (6.26)

  2.52

Total from investment operations

  .38

  (1.71)

  2.21

  1.95

  (6.30)

  2.43

Distributions from net investment income

  -

  -

  -

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.02)

  (.06)

  -

  (1.69)

  (2.15)

Total distributions

  -

  (.02)

  (.06)

  (.01)

  (1.69)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.11

$ 8.73

$ 10.46

$ 8.31

$ 6.37

$ 14.36

Total Return B, C, D

  4.35%

  (16.38)%

  26.68%

  30.62%

  (49.35)%

  19.62%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.30% A

  2.28%

  2.77%

  2.97%

  2.63%

  2.57%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18% A

  2.18%

  2.20%

  2.18%

  2.16%

  2.20%

Net investment income (loss)

  (.90)% A

  (.99)%

  (.63)%

  (.22)%

  (.37)%

  (.69)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,040

$ 11,632

$ 7,986

$ 3,378

$ 2,697

$ 5,352

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.88

$ 11.76

$ 9.31

$ 7.07

$ 15.76

$ 15.11

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .01

  - H

  .04

  .06

  .07

  .05

Net realized and unrealized gain (loss)

  .48

  (1.82)

  2.54

  2.20

  (6.93)

  2.75

Total from investment operations

  .49

  (1.82)

  2.58

  2.26

  (6.86)

  2.80

Distributions from net investment income

  -

  -

  (.05)

  (.02)

  -

  -

Distributions from net realized gain

  -

  (.06)

  (.08)

  -

  (1.83)

  (2.15)

Total distributions

  -

  (.06)

  (.13)

  (.02)

  (1.83)

  (2.15)

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.37

$ 9.88

$ 11.76

$ 9.31

$ 7.07

$ 15.76

Total Return B, C

  4.96%

  (15.60)%

  28.00%

  32.03%

  (48.89)%

  20.88%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  1.18% A

  1.18%

  1.43%

  1.88%

  1.51%

  1.43%

Expenses net of fee waivers, if any

  1.18% A

  1.17%

  1.25%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.15% A

  1.15%

  1.19%

  1.18%

  1.16%

  1.20%

Net investment income (loss)

  .12% A

  .04%

  .38%

  .78%

  .63%

  .31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 22,867

$ 28,725

$ 12,936

$ 1,148

$ 1,166

$ 2,476

Portfolio turnover rate F

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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), net operating losses, 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

$ 7,506,998

Gross unrealized depreciation

(5,449,495)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,057,503

 

 

Tax cost

$ 82,403,588

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (7,618,418)

2017

(3,018,401)

2019

(14,114,488)

Total capital loss carryforward

$ (24,751,307)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $65,705,086 and $88,792,991, 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 an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .60% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 39,846

$ 1,198

Class T

.25%

.25%

50,454

-

Class B

.75%

.25%

8,678

6,514

Class C

.75%

.25%

51,742

14,207

 

 

 

$ 150,720

$ 21,919

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

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

$ 8,807

Class T

2,491

Class B*

1,520

Class C*

3,341

 

$ 16,159

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 46,095

.29

Class T

31,459

.31

Class B

2,644

.30

Class C

15,522

.30

Institutional Class

22,765

.18

 

$ 118,485

 

* Annualized

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 each 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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 $1,303 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $140 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $6,515. During the period, there were no securities loaned to FCM.

Semiannual Report

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2012. 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  

1.45%

$ 14,221

Class T

1.70%

11,503

Class B

2.20%

872

Class C

2.20%

5,006

 

 

$ 31,602

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 $11,610 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net realized gain

 

 

Class A

$ -

$ 149,904

Class T

-

82,578

Class B

-

761

Class C

-

23,129

Institutional Class

-

96,238

Total

$ -

$ 352,610

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

182,948

3,313,300

$ 1,754,843

$ 38,257,984

Reinvestment of distributions

-

11,121

-

130,500

Shares redeemed

(1,045,722)

(2,187,648)

(9,888,832)

(23,557,856)

Net increase (decrease)

(862,774)

1,136,773

$ (8,133,989)

$ 14,830,628

Class T

 

 

 

 

Shares sold

79,457

1,500,646

$ 734,209

$ 16,821,913

Reinvestment of distributions

-

7,107

-

81,139

Shares redeemed

(873,291)

(1,001,188)

(8,029,250)

(10,370,670)

Net increase (decrease)

(793,834)

506,565

$ (7,295,041)

$ 6,532,382

Class B

 

 

 

 

Shares sold

-

67,595

$ -

$ 715,061

Reinvestment of distributions

-

70

-

677

Shares redeemed

(48,987)

(108,399)

(427,719)

(1,075,608)

Net increase (decrease)

(48,987)

(40,734)

$ (427,719)

$ (359,870)

Class C

 

 

 

 

Shares sold

94,475

1,263,963

$ 841,042

$ 13,329,175

Reinvestment of distributions

-

1,981

-

21,056

Shares redeemed

(324,863)

(696,642)

(2,806,857)

(6,685,064)

Net increase (decrease)

(230,388)

569,302

$ (1,965,815)

$ 6,665,167

Institutional Class

 

 

 

 

Shares sold

157,344

6,587,351

$ 1,544,581

$ 79,174,965

Reinvestment of distributions

-

6,022

-

72,484

Shares redeemed

(857,916)

(4,787,531)

(8,465,504)

(50,353,481)

Net increase (decrease)

(700,572)

1,805,842

$ (6,920,923)

$ 28,893,968

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, Strategic Advisers International II Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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

State Street Bank and Trust Company

Quincy, MA

AGLO-USAN-0612
1.784880.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Global Capital Appreciation
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.00

$ 7.38

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.20

$ 8.65

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.50

$ 11.18

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.50

$ 11.18

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,049.60

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 5.92

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Proto Corp. (Japan, Media)

1.8

2.3

Sanofi SA sponsored ADR (France, Pharmaceuticals)

1.6

0.0

Advance Auto Parts, Inc. (United States of America, Specialty Retail)

1.6

1.5

Computer Task Group, Inc. (United States of America, IT Services)

1.5

1.7

carsales.com Ltd. (Australia, Internet Software & Services)

1.5

1.0

 

8.0

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.7

18.2

Information Technology

21.7

32.3

Financials

13.2

9.2

Health Care

10.3

14.8

Energy

8.6

9.4

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

42.9

35.1

Japan

13.6

14.4

India

6.0

16.5

France

4.8

1.8

United Kingdom

3.9

5.4

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 99.9%

 

ade15

Stocks 98.0%

 

ade21

Short-Term Investments and Net Other Assets (Liabilities) 0.1%

 

ade21

Short-Term Investments and Net Other Assets (Liabilities) 2.0%

 

ade131

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value

Australia - 2.2%

Australia & New Zealand Banking Group Ltd.

4,479

$ 111,575

carsales.com Ltd. (d)

205,327

1,230,040

Goodman Group unit

29,684

111,335

Imdex Ltd.

37,878

99,447

Newcrest Mining Ltd.

700

19,180

Nufarm Ltd.

20,863

106,942

Troy Resources NL

19,380

90,052

TOTAL AUSTRALIA

1,768,571

Austria - 0.4%

Austriamicrosystems AG

1,810

145,590

OMV AG

4,700

159,124

TOTAL AUSTRIA

304,714

Bailiwick of Jersey - 0.1%

Delphi Automotive PLC

1,900

58,311

Belgium - 0.7%

Anheuser-Busch InBev SA NV ADR (d)

5,600

406,672

KBC Groupe SA

9,235

178,612

TOTAL BELGIUM

585,284

Bermuda - 1.1%

China Foods Ltd.

58,000

62,794

Fairwood Holdings Ltd.

138,000

236,562

Invesco Ltd.

6,900

171,396

Marvell Technology Group Ltd. (a)

17,700

265,677

Nabors Industries Ltd. (a)

6,200

103,230

Soundwill Holdings Ltd.

38,000

59,753

TOTAL BERMUDA

899,412

Brazil - 2.7%

Amil Participacoes SA

2,200

21,410

Banco Do Est Rio Grande Sul SA

9,700

84,067

BM&F Bovespa SA

26,900

151,283

Companhia de Concessoes Rodoviarias

33,600

260,882

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

6,300

247,353

Embraer SA sponsored ADR

3,000

103,920

EZ Tec Empreendimentos e Participacoes SA

22,000

242,950

Itau Unibanco Banco Multiplo SA

4,700

73,971

Kroton Educacional SA unit (a)

14,400

210,015

Multiplus SA

7,300

158,167

Qualicorp SA

7,000

60,961

Common Stocks - continued

Shares

Value

Brazil - continued

Tegma Gestao Logistica SA

14,100

$ 214,516

Totvs SA

18,000

350,812

TOTAL BRAZIL

2,180,307

Canada - 1.6%

Bellhaven Copper & Gold, Inc. (a)

350,000

129,334

Canadian National Railway Co.

1,200

102,415

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

5,600

125,692

Melcor Developments Ltd.

15,900

246,287

Novagold Resources, Inc. (a)

8,800

63,433

Petrobank Energy & Resources Ltd. (a)

11,500

164,860

PHX Energy Services Corp. (d)

8,600

83,323

Suncor Energy, Inc.

3,100

102,407

Talisman Energy, Inc.

20,000

261,605

TOTAL CANADA

1,279,356

Cayman Islands - 3.4%

3SBio, Inc. sponsored ADR (a)

4,100

53,628

Biostime International Holdings Ltd.

163,000

469,547

Ctrip.com International Ltd. sponsored ADR (a)(d)

8,500

184,195

Daphne International Holdings Ltd.

334,000

476,980

International Taifeng Holdings Ltd.

264,000

81,664

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)

20,300

315,056

Pico Far East Holdings Ltd.

674,000

162,448

Prince Frog International Holdings Ltd.

236,000

90,949

Shenguan Holdings Group Ltd.

422,000

228,442

Shenzhou International Group Holdings Ltd.

327,000

615,339

SITC International Holdings Co. Ltd.

191,000

57,852

TOTAL CAYMAN ISLANDS

2,736,100

China - 0.1%

China CITIC Bank Corp. Ltd. (H Shares)

177,000

112,697

Denmark - 0.3%

Carlsberg A/S Series B

2,800

241,351

Finland - 0.1%

Nokian Tyres PLC

2,200

104,350

France - 4.8%

Arkema SA

3,600

318,872

BNP Paribas SA

5,000

200,887

Danone SA

3,100

218,116

Edenred SA

15,600

498,315

Ingenico SA

9,775

514,241

Common Stocks - continued

Shares

Value

France - continued

Maisons France Confort

7,200

$ 198,919

Natixis SA

61,000

185,891

Safran SA

2,400

88,959

Sanofi SA sponsored ADR (d)

34,400

1,313,392

Societe Generale Series A

7,600

179,687

Ubisoft Entertainment SA (a)

27,659

190,361

Ubisoft Entertainment SA warrants 10/10/13 (a)

27,659

989

TOTAL FRANCE

3,908,629

Germany - 0.5%

Aareal Bank AG (a)

10,646

205,408

adidas AG

2,000

166,799

Isra Vision AG

2,500

59,836

TOTAL GERMANY

432,043

Hong Kong - 0.5%

AIA Group Ltd.

80,200

285,297

Lenovo Group Ltd.

118,000

113,458

TOTAL HONG KONG

398,755

India - 6.0%

Bata India Ltd.

7,330

122,250

Cipla Ltd.

17,616

104,361

CRISIL Ltd.

10,681

211,075

eClerx

18,500

258,013

ICRA Ltd.

7,131

151,611

Indian Bank

22,225

93,348

Indoco Remedies Ltd.

17,236

153,591

INFO Edge India Ltd.

58,933

855,936

Ipca Laboratories Ltd.

18,779

128,884

Jubilant Foodworks Ltd. (a)

53,214

1,197,757

Lovable Lingerie Ltd.

11,220

78,571

Manappuram General Finance & Leasing Ltd.

503,449

287,262

Natco Pharma Ltd.

9,352

76,020

Opto Circuits India Ltd.

98,153

346,839

Page Industries Ltd.

3,112

184,847

Prakash Industries Ltd.

58,881

58,641

Sobha Developers Ltd.

57,939

363,377

South Indian Bank Ltd.

419,216

196,174

Sun TV Ltd.

2,642

14,368

TOTAL INDIA

4,882,925

Common Stocks - continued

Shares

Value

Ireland - 1.2%

Jazz Pharmaceuticals PLC (a)

2,900

$ 147,987

Paddy Power PLC (Ireland)

4,200

274,106

Trinity Biotech PLC sponsored ADR

47,941

552,280

TOTAL IRELAND

974,373

Israel - 0.9%

ClickSoftware Technologies Ltd.

43,800

474,354

NICE Systems Ltd. sponsored ADR (a)

6,300

242,046

TOTAL ISRAEL

716,400

Italy - 0.9%

Banca Popolare dell'Emilia Romagna Scrl

27,500

168,771

De Longhi SpA

18,200

256,351

ENI SpA

12,300

273,324

Gentium SpA sponsored ADR (a)

4,900

46,550

TOTAL ITALY

744,996

Japan - 13.6%

Ajinomoto Co., Inc.

38,000

490,468

Asahi Glass Co. Ltd.

26,000

204,439

CAC Corp.

53,700

469,517

CKD Corp.

28,900

213,929

Credit Saison Co. Ltd.

7,200

154,529

Daihatsu Motor Co. Ltd.

26,000

490,830

Fujitsu Ltd.

21,000

102,073

Hitachi Capital Corp.

14,800

244,672

Hitachi Transport System Ltd.

12,900

236,098

IT Holdings Corp.

18,000

230,513

Iwatsuka Confectionary Co. Ltd.

1,300

52,749

Kakaku.com, Inc.

1,800

55,977

Kanto Natural Gas Development

9,000

47,227

Kintetsu World Express, Inc.

6,900

247,057

KOMERI Co. Ltd.

4,700

131,689

MEGANE TOP CO. LTD.

14,700

188,777

Micronics Japan Co. Ltd.

20,000

93,780

Mitsubishi UFJ Lease & Finance Co. Ltd.

5,080

211,077

Nomura Real Estate Holdings, Inc.

6,500

113,635

Nomura Research Institute Ltd.

3,200

73,419

NSD Co. Ltd.

11,100

91,791

ORIX Corp.

2,290

218,962

Otsuka Corp.

2,900

233,250

Piolax, Inc.

5,000

121,973

Proto Corp.

42,200

1,452,476

Common Stocks - continued

Shares

Value

Japan - continued

Relo Holdings Corp.

8,100

$ 238,952

Rohto Pharmaceutical Co. Ltd.

30,000

384,288

Ryoyo Electro Corp.

18,600

205,852

Sekisui House Ltd.

23,000

213,232

Shimamura Co. Ltd.

2,200

249,157

Shinsei Bank Ltd.

191,000

246,490

Ship Healthcare Holdings, Inc.

10,300

243,496

Shoei Co. Ltd.

8,700

62,432

Square Enix Holdings Co. Ltd.

11,100

217,273

Sumitomo Mitsui Financial Group, Inc.

9,700

310,408

The Suruga Bank Ltd.

43,000

428,901

Tocalo Co. Ltd.

3,100

55,865

Tohokushinsha Film Corp.

15,100

132,158

Tokyo Seimitsu Co. Ltd.

10,500

215,850

Toshiba Plant Systems & Services Corp.

19,000

201,222

Toyo Suisan Kaisha Ltd.

19,000

487,784

Tsutsumi Jewelry Co. Ltd.

23,000

672,831

USS Co. Ltd.

1,090

110,573

Xebio Co. Ltd.

9,500

261,507

TOTAL JAPAN

11,109,178

Korea (South) - 1.9%

Hyundai Department Store Co. Ltd.

411

58,006

Hyundai Motor Co.

523

124,257

KB Financial Group, Inc.

2,900

98,116

Kia Motors Corp.

1,110

81,915

Korea Investment Holdings Co. Ltd.

2,910

100,423

LG Household & Health Care Ltd.

486

255,014

LIG Non-Life Insurance Co. Ltd.

4,490

93,366

MegaStudy Co. Ltd.

3,198

298,258

Orion Corp.

248

197,061

Samsung Electronics Co. Ltd.

101

124,225

Woongjin Coway Co. Ltd.

4,710

150,870

TOTAL KOREA (SOUTH)

1,581,511

Luxembourg - 0.3%

Altisource Portfolio Solutions SA (a)

4,700

281,201

Malaysia - 0.1%

Malaysian Plantations Bhd

83,900

109,537

Netherlands - 2.7%

Gemalto NV

16,177

1,205,457

ING Groep NV (Certificaten Van Aandelen) (a)

12,600

88,898

Common Stocks - continued

Shares

Value

Netherlands - continued

LyondellBasell Industries NV Class A

7,600

$ 317,528

Randstad Holding NV

4,447

154,002

Unilever NV (Certificaten Van Aandelen) (Bearer)

13,901

476,205

TOTAL NETHERLANDS

2,242,090

Norway - 0.2%

Schibsted ASA (B Shares)

3,500

133,521

Panama - 0.6%

Copa Holdings SA Class A

5,902

479,892

Poland - 0.2%

Eurocash SA

11,900

145,308

Russia - 2.4%

Gazprom OAO sponsored ADR (Reg. S)

18,700

215,798

Mobile TeleSystems OJSC sponsored ADR

14,900

291,444

Pharmstandard OJSC (a)

15,933

935,767

Vozrozhdenie Bank

25,400

481,520

TOTAL RUSSIA

1,924,529

Singapore - 0.1%

Breadtalk Group Ltd.

209,000

93,722

South Africa - 0.5%

Life Healthcare Group Holdings Ltd.

32,200

111,280

Super Group Ltd. (a)

179,100

338,489

TOTAL SOUTH AFRICA

449,769

Sweden - 1.4%

AarhusKarlshamn AB

20,700

696,083

EnergyO Solutions AB (a)

46,207

178,757

Intrum Justitia AB

14,800

224,618

Swedol AB

2,500

10,899

TOTAL SWEDEN

1,110,357

Switzerland - 0.4%

Aryzta AG

6,420

323,281

Thailand - 0.5%

Asian Property Development PCL (For. Reg.)

1,212,200

269,991

Supalai PCL (For. Reg.)

235,700

125,686

TOTAL THAILAND

395,677

Turkey - 0.2%

Turkiye Halk Bankasi A/S

21,000

147,012

Common Stocks - continued

Shares

Value

United Kingdom - 3.9%

Aberdeen Asset Management PLC

64,300

$ 295,876

Ashtead Group PLC

15,400

62,114

Barclays PLC

55,618

196,931

Domino Printing Sciences PLC

21,300

207,087

G4S PLC (United Kingdom)

53,700

243,701

GlaxoSmithKline PLC

24,900

575,298

HSBC Holdings PLC (United Kingdom)

24,600

222,096

Kingfisher PLC

31,500

148,526

Microgen PLC

17,400

37,985

Moneysupermarket.com Group PLC

206,300

446,349

Pearson PLC

4,100

77,236

Royal Dutch Shell PLC:

Class A sponsored ADR

527

37,702

Class B sponsored ADR

1,100

80,696

Royalblue Group PLC

5,000

125,790

Shanks Group PLC

31,500

47,293

Speedy Hire PLC

411,500

183,674

TelecityGroup PLC (a)

3,700

48,464

Vodafone Group PLC sponsored ADR

2,600

72,358

Volex PLC

12,400

52,882

TOTAL UNITED KINGDOM

3,162,058

United States of America - 42.9%

ACCO Brands Corp. (a)

8,500

89,675

Actuant Corp. Class A

5,900

160,893

Advance Auto Parts, Inc.

13,800

1,266,840

Aetna, Inc.

5,800

255,432

AGCO Corp. (a)

4,200

195,594

Albemarle Corp.

3,700

241,610

Alliance Data Systems Corp. (a)

3,600

462,564

American Public Education, Inc. (a)

7,000

243,040

Amgen, Inc.

5,500

391,105

Apache Corp.

6,900

661,986

Apple, Inc. (a)

1,481

865,259

Arrow Electronics, Inc. (a)

2,700

113,535

Autodesk, Inc. (a)

3,600

141,732

Bank of Commerce Holdings

11,000

46,860

BB&T Corp.

10,400

333,216

Bed Bath & Beyond, Inc. (a)

1,100

77,429

Biogen Idec, Inc. (a)

1,300

174,213

Brocade Communications Systems, Inc. (a)

19,100

105,814

Celgene Corp. (a)

3,100

226,052

Common Stocks - continued

Shares

Value

United States of America - continued

Centene Corp. (a)

4,200

$ 166,278

CF Industries Holdings, Inc.

2,500

482,650

Commercial Metals Co.

4,300

63,554

Computer Task Group, Inc. (a)

86,200

1,243,004

Corning, Inc.

8,800

126,280

Corporate Executive Board Co.

5,600

231,672

Corrections Corp. of America (a)

6,900

199,341

Cracker Barrel Old Country Store, Inc.

5,600

322,112

CVR Energy, Inc. (a)

8,000

242,880

Deere & Co.

2,000

164,720

Delek US Holdings, Inc.

15,100

246,130

Discover Financial Services

35,600

1,206,840

Discovery Communications, Inc. (a)

3,300

179,586

Dycom Industries, Inc. (a)

8,900

208,171

Entegris, Inc. (a)

15,200

134,520

EPAM Systems, Inc.

3,600

74,304

Equifax, Inc.

5,500

252,010

Extra Space Storage, Inc.

2,200

66,770

Fiserv, Inc. (a)

3,800

267,102

FMC Corp.

2,300

254,035

General Electric Co.

6,400

125,312

Google, Inc. Class A (a)

1,900

1,149,937

H.B. Fuller Co.

1,300

42,770

Health Net, Inc. (a)

6,300

224,343

Helmerich & Payne, Inc.

1,800

92,502

Heska Corp.

4,600

57,523

Hess Corp.

15,100

787,314

HollyFrontier Corp.

9,900

305,118

Humana, Inc.

1,700

137,156

InfoSpace, Inc. (a)

8,800

97,944

International Paper Co.

1,700

56,627

Intuit, Inc.

4,800

278,256

Jabil Circuit, Inc.

8,800

206,360

Jarden Corp.

26,900

1,127,917

John Wiley & Sons, Inc. Class A

700

31,633

JPMorgan Chase & Co.

3,400

146,132

Kennametal, Inc.

3,500

147,805

Landec Corp. (a)

33,400

215,096

Lincoln National Corp.

4,300

106,511

Lithia Motors, Inc. Class A (sub. vtg.)

11,000

295,130

Marathon Oil Corp.

20,600

604,404

Marathon Petroleum Corp.

7,400

307,914

Common Stocks - continued

Shares

Value

United States of America - continued

MasterCard, Inc. Class A

1,100

$ 497,497

Maximus, Inc.

4,900

216,825

McKesson Corp.

3,200

292,512

Mentor Graphics Corp. (a)

4,600

66,470

Merck & Co., Inc.

5,700

223,668

Molina Healthcare, Inc. (a)

3,600

92,340

Motorola Solutions, Inc.

11,800

602,154

Murphy Oil Corp.

13,800

758,586

MWI Veterinary Supply, Inc. (a)

600

56,640

Nanosphere, Inc. (a)

21,570

38,179

NeuStar, Inc. Class A (a)

5,700

207,195

Norfolk Southern Corp.

500

36,465

Omnicare, Inc.

10,300

358,852

On Assignment, Inc. (a)

7,500

140,325

Papa John's International, Inc. (a)

3,400

136,952

Parametric Technology Corp. (a)

14,700

317,226

PDF Solutions, Inc. (a)

68,700

605,934

Penske Automotive Group, Inc.

16,200

428,328

Pioneer Natural Resources Co.

100

11,582

Portfolio Recovery Associates, Inc. (a)

1,500

103,230

Prudential Financial, Inc.

3,400

205,836

PVH Corp.

700

62,160

QEP Resources, Inc.

21,700

668,577

Rayonier, Inc.

2,200

99,770

Rockwood Holdings, Inc. (a)

9,500

525,730

Ross Stores, Inc.

5,900

363,381

Safeway, Inc.

15,400

313,082

Sealed Air Corp.

1,600

30,688

Smart Balance, Inc. (a)

175,400

1,034,860

Sonic Automotive, Inc. Class A (sub. vtg.) (d)

31,800

534,876

Steel Dynamics, Inc.

4,800

61,296

Stone Energy Corp. (a)

10,700

300,135

Synopsys, Inc. (a)

13,100

393,131

Synta Pharmaceuticals Corp. (a)

23,867

103,821

TD Ameritrade Holding Corp.

1,800

33,822

Tesoro Corp. (a)

4,600

106,950

The AES Corp. (a)

17,200

215,344

The Walt Disney Co.

24,100

1,038,951

Time Warner, Inc.

9,900

370,854

Total System Services, Inc.

12,600

296,352

Towers Watson & Co.

7,100

464,340

U.S. Bancorp

3,800

122,246

Common Stocks - continued

Shares

Value

United States of America - continued

Unit Corp. (a)

4,000

$ 169,000

UnitedHealth Group, Inc.

4,900

275,135

Valero Energy Corp.

12,400

306,280

Valspar Corp.

11,300

577,995

Viacom, Inc. Class B (non-vtg.)

5,200

241,228

ViroPharma, Inc. (a)

5,700

123,975

Visa, Inc. Class A

4,500

553,410

W.R. Grace & Co. (a)

9,900

590,139

Weight Watchers International, Inc.

3,200

243,072

Wesco Aircraft Holdings, Inc. (a)

16,300

257,377

Western Refining, Inc.

5,300

100,965

Wyndham Worldwide Corp.

5,100

256,734

TOTAL UNITED STATES OF AMERICA

34,960,984

TOTAL COMMON STOCKS

(Cost $78,876,390)


80,978,201

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Germany - 0.5%

Volkswagen AG
(Cost $389,141)

2,100


397,815

Money Market Funds - 3.8%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)
(Cost $3,085,075)

3,085,075


3,085,075

TOTAL INVESTMENT PORTFOLIO - 103.7%

(Cost $82,350,606)

84,461,091

NET OTHER ASSETS (LIABILITIES) - (3.7)%

(2,975,915)

NET ASSETS - 100%

$ 81,485,176

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 1,165

Fidelity Securities Lending Cash Central Fund

6,515

Total

$ 7,680

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 18,309,488

$ 14,144,617

$ 4,164,871

$ -

Consumer Staples

6,283,488

4,776,282

1,507,206

-

Energy

7,199,619

6,879,068

320,551

-

Financials

10,876,046

7,906,205

2,969,841

-

Health Care

8,392,295

7,189,213

1,203,082

-

Industrials

7,187,716

6,029,106

1,158,610

-

Information Technology

17,776,489

15,787,194

1,989,295

-

Materials

4,345,619

4,345,619

-

-

Telecommunication Services

363,802

363,802

-

-

Utilities

641,454

641,454

-

-

Money Market Funds

3,085,075

3,085,075

-

-

Total Investments in Securities:

$ 84,461,091

$ 71,147,635

$ 13,313,456

$ -

Transfers from Level 2 to Level 1 during the period were $20,555,023.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,965,645) - See accompanying schedule:

Unaffiliated issuers (cost $79,265,531)

$ 81,376,016

 

Fidelity Central Funds (cost $3,085,075)

3,085,075

 

Total Investments (cost $82,350,606)

 

$ 84,461,091

Foreign currency held at value (cost $177,753)

177,061

Receivable for investments sold

2,644,785

Receivable for fund shares sold

67,289

Dividends receivable

199,410

Distributions receivable from Fidelity Central Funds

2,066

Prepaid expenses

174

Other receivables

70,701

Total assets

87,622,577

 

 

 

Liabilities

Payable to custodian bank

$ 1,746,196

Payable for investments purchased

548,616

Payable for fund shares redeemed

617,762

Accrued management fee

40,038

Distribution and service plan fees payable

23,468

Other affiliated payables

22,107

Other payables and accrued expenses

54,139

Collateral on securities loaned, at value

3,085,075

Total liabilities

6,137,401

 

 

 

Net Assets

$ 81,485,176

Net Assets consist of:

 

Paid in capital

$ 110,318,211

Accumulated net investment loss

(102,653)

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

(30,829,806)

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

2,099,424

Net Assets

$ 81,485,176

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($29,446,375 ÷ 2,937,595 shares)

$ 10.02

 

 

 

Maximum offering price per share (100/94.25 of $10.02)

$ 10.63

Class T:
Net Asset Value
and redemption price per share ($17,567,691 ÷ 1,804,273 shares)

$ 9.74

 

 

 

Maximum offering price per share (100/96.50 of $9.74)

$ 10.09

Class B:
Net Asset Value
and offering price per share ($1,563,296 ÷ 171,382 shares)A

$ 9.12

 

 

 

Class C:
Net Asset Value
and offering price per share ($10,040,459 ÷ 1,102,325 shares)A

$ 9.11

 

 

 

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($22,867,355 ÷ 2,205,520 shares)

$ 10.37

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 594,662

Income from Fidelity Central Funds

 

7,680

Income before foreign taxes withheld

 

602,342

Less foreign taxes withheld

 

(28,986)

Total income

 

573,356

 

 

 

Expenses

Management fee
Basic fee

$ 318,086

Performance adjustment

(47,059)

Transfer agent fees

118,485

Distribution and service plan fees

150,720

Accounting and security lending fees

23,494

Custodian fees and expenses

43,835

Independent trustees' compensation

284

Registration fees

64,764

Audit

45,724

Legal

187

Miscellaneous

701

Total expenses before reductions

719,221

Expense reductions

(43,212)

676,009

Net investment income (loss)

(102,653)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(5,600,089)

Foreign currency transactions

(255,708)

Total net realized gain (loss)

 

(5,855,797)

Change in net unrealized appreciation (depreciation) on:

Investment securities

9,272,089

Assets and liabilities in foreign currencies

84,805

Total change in net unrealized appreciation (depreciation)

 

9,356,894

Net gain (loss)

3,501,097

Net increase (decrease) in net assets resulting from operations

$ 3,398,444

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (102,653)

$ (393,823)

Net realized gain (loss)

(5,855,797)

(13,816,008)

Change in net unrealized appreciation (depreciation)

9,356,894

(16,449,325)

Net increase (decrease) in net assets resulting
from operations

3,398,444

(30,659,156)

Distributions to shareholders from net realized gain

-

(352,610)

Share transactions - net increase (decrease)

(24,743,487)

56,562,275

Redemption fees

400

6,577

Total increase (decrease) in net assets

(21,344,643)

25,557,086

 

 

 

Net Assets

Beginning of period

102,829,819

77,272,733

End of period (including accumulated net investment loss of $102,653 and undistributed net investment loss of $0, respectively)

$ 81,485,176

$ 102,829,819

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.57

$ 11.41

$ 9.04

$ 6.88

$ 15.38

$ 14.83

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.03)

  .01

  .04

  .04

  .01

Net realized and unrealized gain (loss)

  .46

  (1.76)

  2.47

  2.13

  (6.74)

  2.69

Total from investment operations

  .45

  (1.79)

  2.48

  2.17

  (6.70)

  2.70

Distributions from net investment income

  -

  -

  (.03)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.05)

  (.08)

  -

  (1.80)

  (2.15)

Total distributions

  -

  (.05)

  (.11)

  (.01)

  (1.80)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.02

$ 9.57

$ 11.41

$ 9.04

$ 6.88

$ 15.38

Total Return B,C, D

  4.70%

  (15.81)%

  27.68%

  31.68%

  (48.99)%

  20.55%

Ratios to Average Net Assets  F,H

 

 

 

 

 

Expenses before reductions

  1.54% A

  1.51%

  1.89%

  2.22%

  1.90%

  1.81%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.50%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.43% A

  1.43%

  1.44%

  1.43%

  1.41%

  1.45%

Net investment income (loss)

  (.15)% A

  (.24)%

  .13%

  .53%

  .38%

  .06%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 29,446

$ 36,367

$ 30,383

$ 6,997

$ 6,904

$ 14,000

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 11.11

$ 8.82

$ 6.72

$ 15.05

$ 14.59

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

  (.05)

  (.01)

  .02

  .01

  (.03)

Net realized and unrealized gain (loss)

  .45

  (1.72)

  2.39

  2.09

  (6.59)

  2.64

Total from investment operations

  .43

  (1.77)

  2.38

  2.11

  (6.58)

  2.61

Distributions from net investment income

  -

  -

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.03)

  (.08)

  -

  (1.75)

  (2.15)

Total distributions

  -

  (.03)

  (.09)

  (.01)

  (1.75)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.74

$ 9.31

$ 11.11

$ 8.82

$ 6.72

$ 15.05

Total Return B, C, D

  4.62%

  (15.97)%

  27.20%

  31.50%

  (49.12)%

  20.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.82% A

  1.80%

  2.32%

  2.50%

  2.17%

  2.08%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68% A

  1.68%

  1.70%

  1.69%

  1.66%

  1.71%

Net investment income (loss)

  (.40)% A

  (.49)%

  (.13)%

  .27%

  .13%

  (.19)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,568

$ 24,180

$ 23,237

$ 10,494

$ 8,104

$ 22,039

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 8.74

$ 10.46

$ 8.31

$ 6.37

$ 14.34

$ 14.06

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.04)

  (.10)

  (.06)

  (.02)

  (.04)

  (.09)

Net realized and unrealized gain (loss)

  .42

  (1.62)

  2.26

  1.97

  (6.25)

  2.52

Total from investment operations

  .38

  (1.72)

  2.20

  1.95

  (6.29)

  2.43

Distributions from net investment income

  -

  -

  -

  (.01)

  -

  -

Distributions from net realized gain

  -

  - I

  (.05)

  -

  (1.68)

  (2.15)

Total distributions

  -

  - I

  (.05)

  (.01)

  (1.68)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.12

$ 8.74

$ 10.46

$ 8.31

$ 6.37

$ 14.34

Total Return B, C, D

  4.35%

  (16.42)%

  26.64%

  30.62%

  (49.33)%

  19.65%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.30% A

  2.32%

  2.82%

  2.98%

  2.66%

  2.57%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18% A

  2.18%

  2.19%

  2.18%

  2.16%

  2.20%

Net investment income (loss)

  (.90)% A

  (.99)%

  (.62)%

  (.22)%

  (.37)%

  (.69)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,563

$ 1,926

$ 2,731

$ 2,162

$ 1,918

$ 5,029

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 8.73

$ 10.46

$ 8.31

$ 6.37

$ 14.36

$ 14.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.04)

  (.10)

  (.06)

  (.02)

  (.04)

  (.09)

Net realized and unrealized gain (loss)

  .42

  (1.61)

  2.27

  1.97

  (6.26)

  2.52

Total from investment operations

  .38

  (1.71)

  2.21

  1.95

  (6.30)

  2.43

Distributions from net investment income

  -

  -

  -

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.02)

  (.06)

  -

  (1.69)

  (2.15)

Total distributions

  -

  (.02)

  (.06)

  (.01)

  (1.69)

  (2.15)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 9.11

$ 8.73

$ 10.46

$ 8.31

$ 6.37

$ 14.36

Total Return B, C, D

  4.35%

  (16.38)%

  26.68%

  30.62%

  (49.35)%

  19.62%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.30% A

  2.28%

  2.77%

  2.97%

  2.63%

  2.57%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.25%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18% A

  2.18%

  2.20%

  2.18%

  2.16%

  2.20%

Net investment income (loss)

  (.90)% A

  (.99)%

  (.63)%

  (.22)%

  (.37)%

  (.69)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,040

$ 11,632

$ 7,986

$ 3,378

$ 2,697

$ 5,352

Portfolio turnover rate G

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H 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 reductions from 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.

I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.88

$ 11.76

$ 9.31

$ 7.07

$ 15.76

$ 15.11

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .01

  - H

  .04

  .06

  .07

  .05

Net realized and unrealized gain (loss)

  .48

  (1.82)

  2.54

  2.20

  (6.93)

  2.75

Total from investment operations

  .49

  (1.82)

  2.58

  2.26

  (6.86)

  2.80

Distributions from net investment income

  -

  -

  (.05)

  (.02)

  -

  -

Distributions from net realized gain

  -

  (.06)

  (.08)

  -

  (1.83)

  (2.15)

Total distributions

  -

  (.06)

  (.13)

  (.02)

  (1.83)

  (2.15)

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.37

$ 9.88

$ 11.76

$ 9.31

$ 7.07

$ 15.76

Total Return B, C

  4.96%

  (15.60)%

  28.00%

  32.03%

  (48.89)%

  20.88%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  1.18% A

  1.18%

  1.43%

  1.88%

  1.51%

  1.43%

Expenses net of fee waivers, if any

  1.18% A

  1.17%

  1.25%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.15% A

  1.15%

  1.19%

  1.18%

  1.16%

  1.20%

Net investment income (loss)

  .12% A

  .04%

  .38%

  .78%

  .63%

  .31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 22,867

$ 28,725

$ 12,936

$ 1,148

$ 1,166

$ 2,476

Portfolio turnover rate F

  148% A

  140%

  179%

  258%

  257%

  102%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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), net operating losses, 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

$ 7,506,998

Gross unrealized depreciation

(5,449,495)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,057,503

 

 

Tax cost

$ 82,403,588

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (7,618,418)

2017

(3,018,401)

2019

(14,114,488)

Total capital loss carryforward

$ (24,751,307)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $65,705,086 and $88,792,991, 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 an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .60% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 39,846

$ 1,198

Class T

.25%

.25%

50,454

-

Class B

.75%

.25%

8,678

6,514

Class C

.75%

.25%

51,742

14,207

 

 

 

$ 150,720

$ 21,919

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

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

$ 8,807

Class T

2,491

Class B*

1,520

Class C*

3,341

 

$ 16,159

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 46,095

.29

Class T

31,459

.31

Class B

2,644

.30

Class C

15,522

.30

Institutional Class

22,765

.18

 

$ 118,485

 

* Annualized

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 each 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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 $1,303 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $140 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $6,515. During the period, there were no securities loaned to FCM.

Semiannual Report

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2012. 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  

1.45%

$ 14,221

Class T

1.70%

11,503

Class B

2.20%

872

Class C

2.20%

5,006

 

 

$ 31,602

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 $11,610 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net realized gain

 

 

Class A

$ -

$ 149,904

Class T

-

82,578

Class B

-

761

Class C

-

23,129

Institutional Class

-

96,238

Total

$ -

$ 352,610

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

182,948

3,313,300

$ 1,754,843

$ 38,257,984

Reinvestment of distributions

-

11,121

-

130,500

Shares redeemed

(1,045,722)

(2,187,648)

(9,888,832)

(23,557,856)

Net increase (decrease)

(862,774)

1,136,773

$ (8,133,989)

$ 14,830,628

Class T

 

 

 

 

Shares sold

79,457

1,500,646

$ 734,209

$ 16,821,913

Reinvestment of distributions

-

7,107

-

81,139

Shares redeemed

(873,291)

(1,001,188)

(8,029,250)

(10,370,670)

Net increase (decrease)

(793,834)

506,565

$ (7,295,041)

$ 6,532,382

Class B

 

 

 

 

Shares sold

-

67,595

$ -

$ 715,061

Reinvestment of distributions

-

70

-

677

Shares redeemed

(48,987)

(108,399)

(427,719)

(1,075,608)

Net increase (decrease)

(48,987)

(40,734)

$ (427,719)

$ (359,870)

Class C

 

 

 

 

Shares sold

94,475

1,263,963

$ 841,042

$ 13,329,175

Reinvestment of distributions

-

1,981

-

21,056

Shares redeemed

(324,863)

(696,642)

(2,806,857)

(6,685,064)

Net increase (decrease)

(230,388)

569,302

$ (1,965,815)

$ 6,665,167

Institutional Class

 

 

 

 

Shares sold

157,344

6,587,351

$ 1,544,581

$ 79,174,965

Reinvestment of distributions

-

6,022

-

72,484

Shares redeemed

(857,916)

(4,787,531)

(8,465,504)

(50,353,481)

Net increase (decrease)

(700,572)

1,805,842

$ (6,920,923)

$ 28,893,968

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, Strategic Advisers International II Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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

State Street Bank and Trust Company

Quincy, MA

AGLOI-USAN-0612
1.784881.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
International
Capital Appreciation
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,106.00

$ 7.59

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,104.90

$ 8.90

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,102.60

$ 11.50

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,103.10

$ 11.50

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,108.20

$ 6.29

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

1.9

2.0

Nestle SA (Switzerland, Food Products)

1.7

2.3

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.6

1.7

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.4

1.8

Unilever PLC (United Kingdom, Food Products)

1.0

1.2

 

7.6

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

21.5

21.5

Consumer Discretionary

19.7

22.0

Industrials

13.8

9.9

Financials

12.6

16.3

Materials

11.2

10.9

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

16.2

15.8

United Kingdom

15.6

14.7

Japan

9.2

7.7

France

7.9

7.9

Switzerland

4.9

5.7

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 99.1%

 

ade15

Stocks 97.9%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 0.9%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.1%

 

ade142

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 0.9%

Fortescue Metals Group Ltd.

95,080

$ 558,693

Iluka Resources Ltd.

30,800

545,513

TOTAL AUSTRALIA

1,104,206

Bailiwick of Jersey - 0.5%

Experian PLC

39,600

625,072

Belgium - 1.2%

Anheuser-Busch InBev SA NV (d)

13,480

971,651

Umicore SA

11,111

602,985

TOTAL BELGIUM

1,574,636

Bermuda - 0.8%

Credicorp Ltd. (NY Shares)

4,480

586,477

Petra Diamonds Ltd. (a)

193,762

488,411

TOTAL BERMUDA

1,074,888

Brazil - 3.7%

BR Malls Participacoes SA

43,300

537,914

Brasil Foods SA sponsored ADR (d)

29,900

551,057

Cia.Hering SA

20,100

498,770

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

18,500

776,630

Iguatemi Empresa de Shopping Centers SA

22,200

487,756

Itau Unibanco Banco Multiplo SA sponsored ADR

51,050

800,975

Multiplan Empreendimentos Imobiliarios SA

23,900

564,226

Souza Cruz SA

38,000

591,884

TOTAL BRAZIL

4,809,212

British Virgin Islands - 0.4%

Arcos Dorados Holdings, Inc.

26,900

480,703

Canada - 2.9%

Barrick Gold Corp.

19,600

792,929

Canadian National Railway Co.

9,300

793,713

First Quantum Minerals Ltd.

29,600

614,925

Potash Corp. of Saskatchewan, Inc.

17,100

727,107

Suncor Energy, Inc.

25,800

852,295

TOTAL CANADA

3,780,969

Cayman Islands - 1.8%

Baidu.com, Inc. sponsored ADR (a)

4,000

530,800

Belle International Holdings Ltd.

317,000

621,853

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Golden Eagle Retail Group Ltd. (H Shares)

204,000

$ 535,067

Hengan International Group Co. Ltd.

56,500

598,232

TOTAL CAYMAN ISLANDS

2,285,952

Chile - 0.4%

Embotelladora Andina SA Class A

102,185

463,424

Colombia - 0.4%

Grupo de Inversiones Surameric

29,195

529,439

Curacao - 0.4%

Schlumberger Ltd.

6,400

474,496

Denmark - 0.8%

Novo Nordisk A/S Series B sponsored ADR

6,600

970,332

Finland - 0.9%

Kone Oyj (B Shares)

9,500

587,933

Nokian Tyres PLC

11,914

565,102

TOTAL FINLAND

1,153,035

France - 7.9%

Air Liquide SA

5,200

668,895

BNP Paribas SA

19,704

791,654

Bureau Veritas SA

5,800

516,809

Casino Guichard Perrachon SA

5,871

576,607

CFAO SA

11,900

513,240

Christian Dior SA (d)

4,040

608,887

Edenred

17,900

571,785

Essilor International SA

6,088

536,265

L'Oreal SA

5,200

625,665

LVMH Moet Hennessy - Louis Vuitton SA (d)

5,445

902,093

Pernod Ricard SA

6,200

643,555

PPR SA

4,100

685,775

Publicis Groupe SA

11,800

608,588

Remy Cointreau SA

5,100

568,399

Schneider Electric SA

11,639

715,072

Technip SA

5,500

622,007

TOTAL FRANCE

10,155,296

Germany - 2.8%

BASF AG (d)

12,835

1,056,669

Bayerische Motoren Werke AG (BMW)

8,700

827,040

Common Stocks - continued

Shares

Value

Germany - continued

Henkel AG & Co. KGaA

11,500

$ 703,944

SAP AG

14,225

943,381

TOTAL GERMANY

3,531,034

Hong Kong - 0.6%

AIA Group Ltd.

200,400

712,887

India - 3.5%

Asian Paints India Ltd.

7,689

514,907

Bajaj Auto Ltd.

17,250

532,076

HDFC Bank Ltd.

61,737

636,131

Housing Development Finance Corp. Ltd.

46,095

589,568

ITC Ltd.

128,653

599,721

Mahindra & Mahindra Ltd.

41,377

557,861

Smithkline Beecham Consumer Healthcare Ltd.

10,216

544,446

Titan Industries Ltd.

105,822

468,177

TOTAL INDIA

4,442,887

Indonesia - 4.7%

PT ACE Hardware Indonesia Tbk

1,148,000

643,295

PT Astra International Tbk

83,500

645,068

PT Bank Central Asia Tbk

579,500

504,434

PT Global Mediacom Tbk

3,042,500

549,540

PT Gudang Garam Tbk

85,500

550,743

PT Jasa Marga Tbk

914,000

532,060

PT Mitra Adiperkasa Tbk

732,500

553,928

PT Modern Internasional Tbk

1,437,500

414,490

PT Semen Gresik (Persero) Tbk

395,500

522,858

PT Tower Bersama Infrastructure Tbk

1,629,000

540,607

PT United Tractors Tbk

169,000

544,301

TOTAL INDONESIA

6,001,324

Ireland - 0.8%

Accenture PLC Class A

7,900

513,105

Dragon Oil PLC

55,000

523,571

TOTAL IRELAND

1,036,676

Israel - 0.8%

Check Point Software Technologies Ltd. (a)

9,100

528,983

Israel Chemicals Ltd.

45,300

519,684

TOTAL ISRAEL

1,048,667

Italy - 1.3%

Prada SpA

79,300

538,639

Common Stocks - continued

Shares

Value

Italy - continued

Saipem SpA

12,675

$ 626,198

Salvatore Ferragamo Italia SpA

20,700

506,127

TOTAL ITALY

1,670,964

Japan - 9.2%

Canon, Inc. sponsored ADR (d)

19,806

898,400

Fanuc Corp.

4,400

742,109

Fast Retailing Co. Ltd.

2,600

581,053

Hitachi Ltd.

123,000

783,466

Japan Tobacco, Inc.

128

709,124

Keyence Corp.

2,440

575,937

Komatsu Ltd.

25,400

731,058

Makita Corp.

13,300

509,138

Mitsubishi Corp.

33,400

723,889

Mitsui & Co. Ltd.

44,700

698,061

Nabtesco Corp.

25,400

542,265

Nikon Corp.

20,300

601,695

Nissan Motor Co. Ltd.

69,700

724,719

Rakuten, Inc.

561

625,749

SMC Corp.

3,400

567,846

SOFTBANK CORP.

22,500

671,588

Sysmex Corp.

14,100

566,690

Unicharm Corp.

10,600

593,017

TOTAL JAPAN

11,845,804

Korea (South) - 0.7%

Hyundai Motor Co.

3,550

843,425

Mexico - 1.7%

Bolsa Mexicana de Valores SA de CV

248,700

497,087

Coca-Cola FEMSA SAB de CV sponsored ADR

4,400

466,180

Grupo Mexico SA de CV Series B

180,200

555,889

Wal-Mart de Mexico SA de CV Series V

228,800

654,181

TOTAL MEXICO

2,173,337

Netherlands - 0.8%

ASML Holding NV (Netherlands)

11,300

575,022

LyondellBasell Industries NV Class A

10,990

459,162

TOTAL NETHERLANDS

1,034,184

Philippines - 1.6%

International Container Terminal Services, Inc.

290,500

468,493

Metropolitan Bank & Trust Co.

226,900

491,845

Common Stocks - continued

Shares

Value

Philippines - continued

SM Investments Corp.

33,860

$ 561,322

SM Prime Holdings, Inc.

1,419,300

562,132

TOTAL PHILIPPINES

2,083,792

Portugal - 0.4%

Jeronimo Martins SGPS SA

28,600

535,729

Russia - 1.9%

Magnit OJSC GDR (Reg. S)

19,795

579,598

NOVATEK OAO GDR (Reg. S)

4,700

597,370

Sberbank (Savings Bank of the Russian Federation)

218,900

700,799

TNK-BP Holding (a)

172,600

528,184

TOTAL RUSSIA

2,405,951

South Africa - 1.8%

JSE Ltd.

47,000

496,709

Mr Price Group Ltd.

39,300

531,545

Naspers Ltd. Class N

12,500

752,845

Shoprite Holdings Ltd.

33,900

585,775

TOTAL SOUTH AFRICA

2,366,874

Spain - 0.5%

Inditex SA

7,095

638,211

Sweden - 1.5%

Atlas Copco AB (A Shares)

29,200

695,161

Elekta AB (B Shares)

11,300

573,344

Swedish Match Co. AB

14,600

593,493

TOTAL SWEDEN

1,861,998

Switzerland - 4.9%

Compagnie Financiere Richemont SA Series A

12,644

781,586

Dufry AG (a)

3,960

537,134

Nestle SA

34,244

2,097,919

Schindler Holding AG (Reg.)

4,370

558,559

Swatch Group AG (Bearer)

1,460

673,413

Syngenta AG (Switzerland)

2,290

803,138

UBS AG (NY Shares)

62,300

770,651

TOTAL SWITZERLAND

6,222,400

Taiwan - 0.8%

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

62,900

979,982

Thailand - 1.3%

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

218,400

543,248

Common Stocks - continued

Shares

Value

Thailand - continued

Central Pattana PCL (For. Reg.)

357,600

$ 584,276

Siam Makro PCL (For. Reg.)

45,600

567,869

TOTAL THAILAND

1,695,393

Turkey - 1.2%

Coca-Cola Icecek A/S

38,000

534,206

TAV Havalimanlari Holding A/S (a)

98,000

515,378

Turkiye Garanti Bankasi A/S

147,000

540,478

TOTAL TURKEY

1,590,062

United Kingdom - 15.6%

Anglo American PLC (United Kingdom)

23,300

895,536

Antofagasta PLC

28,700

550,145

Barclays PLC sponsored ADR (d)

56,600

805,984

BG Group PLC

48,497

1,141,768

BHP Billiton PLC ADR

32,000

2,059,520

British American Tobacco PLC (United Kingdom)

34,000

1,744,059

Burberry Group PLC

25,200

607,396

Diageo PLC sponsored ADR

9,900

1,001,088

Imperial Tobacco Group PLC

21,281

851,095

Johnson Matthey PLC

15,800

593,425

Meggitt PLC

84,500

560,266

Prudential PLC

66,095

810,154

Reckitt Benckiser Group PLC

14,000

815,088

Rolls-Royce Group PLC

53,300

712,420

Royal Dutch Shell PLC Class B

66,299

2,426,477

SABMiller PLC

20,800

873,890

Standard Chartered PLC (United Kingdom)

37,317

912,173

The Weir Group PLC

18,100

500,897

Unilever PLC

38,000

1,298,315

Xstrata PLC

42,077

804,176

TOTAL UNITED KINGDOM

19,963,872

United States of America - 15.8%

Allergan, Inc.

5,500

528,000

Altria Group, Inc.

16,200

521,802

American Tower Corp.

8,200

537,756

Apple, Inc. (a)

880

514,131

Caterpillar, Inc.

4,500

462,465

Coach, Inc.

6,700

490,172

Crown Castle International Corp. (a)

8,600

486,846

Cummins, Inc.

4,220

488,803

Deere & Co.

5,893

485,347

Common Stocks - continued

Shares

Value

United States of America - continued

EMC Corp. (a)

18,900

$ 533,169

Google, Inc. Class A (a)

820

496,289

Halliburton Co.

14,800

506,456

IBM Corp.

2,600

538,408

Joy Global, Inc.

7,600

537,852

JPMorgan Chase & Co.

12,295

528,439

Las Vegas Sands Corp.

8,740

484,983

Lorillard, Inc.

3,700

500,573

MasterCard, Inc. Class A

1,060

479,406

McGraw-Hill Companies, Inc.

10,000

491,700

Mead Johnson Nutrition Co. Class A

6,200

530,472

Moody's Corp.

10,900

446,355

National Oilwell Varco, Inc.

6,950

526,532

NIKE, Inc. Class B

4,500

503,415

Oracle Corp.

16,600

487,874

Perrigo Co.

4,800

503,520

Philip Morris International, Inc.

10,655

953,729

PriceSmart, Inc.

6,400

528,256

QUALCOMM, Inc.

8,000

510,720

Rackspace Hosting, Inc. (a)

9,017

523,798

salesforce.com, Inc. (a)

3,400

529,482

SBA Communications Corp. Class A (a)

9,800

526,652

The Coca-Cola Co.

6,900

526,608

Tiffany & Co., Inc.

7,125

487,778

TJX Companies, Inc.

12,500

521,375

Union Pacific Corp.

4,700

528,468

United Technologies Corp.

5,772

471,226

Visa, Inc. Class A

4,200

516,516

Wells Fargo & Co.

16,040

536,217

Yum! Brands, Inc.

7,400

538,202

TOTAL UNITED STATES OF AMERICA

20,309,792

TOTAL COMMON STOCKS

(Cost $111,521,822)


124,476,905

Preferred Stocks - 1.9%

 

 

 

 

Convertible Preferred Stocks - 0.4%

United States of America - 0.4%

Citigroup, Inc. 7.50%

5,000

487,350

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - 1.5%

Germany - 1.0%

Hugo Boss AG (non-vtg.)

4,400

$ 491,082

Volkswagen AG

4,500

852,461

TOTAL GERMANY

1,343,543

Italy - 0.5%

Fiat Industrial SpA

70,467

578,362

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

5,649,800

9,170

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,931,075

TOTAL PREFERRED STOCKS

(Cost $2,184,601)


2,418,425

Money Market Funds - 3.9%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)
(Cost $5,028,165)

5,028,165


5,028,165

TOTAL INVESTMENT PORTFOLIO - 103.0%

(Cost $118,734,588)

131,923,495

NET OTHER ASSETS (LIABILITIES) - (3.0)%

(3,781,022)

NET ASSETS - 100%

$ 128,142,473

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 283

Fidelity Securities Lending Cash Central Fund

18,838

Total

$ 19,121

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 25,016,258

$ 22,483,042

$ 2,533,216

$ -

Consumer Staples

27,371,272

23,026,757

4,344,515

-

Energy

8,825,354

6,398,877

2,426,477

-

Financials

16,449,866

15,003,581

1,446,285

-

Health Care

3,678,151

3,111,461

566,690

-

Industrials

17,535,300

13,020,934

4,514,366

-

Information Technology

11,458,869

9,156,085

2,302,784

-

Materials

14,334,567

13,531,429

803,138

-

Telecommunication Services

2,225,693

1,554,105

671,588

-

Money Market Funds

5,028,165

5,028,165

-

-

Total Investments in Securities:

$ 131,923,495

$ 112,314,436

$ 19,609,059

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,691,045) - See accompanying schedule:

Unaffiliated issuers (cost $113,706,423)

$ 126,895,330

 

Fidelity Central Funds (cost $5,028,165)

5,028,165

 

Total Investments (cost $118,734,588)

 

$ 131,923,495

Foreign currency held at value (cost $1,087,287)

1,086,649

Receivable for investments sold

4,930,299

Receivable for fund shares sold

299,439

Dividends receivable

622,276

Distributions receivable from Fidelity Central Funds

10,383

Prepaid expenses

123

Receivable from investment adviser for expense reductions

42,619

Other receivables

272,427

Total assets

139,187,710

 

 

 

Liabilities

Payable to custodian bank

$ 57,346

Payable for investments purchased

4,884,118

Payable for fund shares redeemed

731,347

Accrued management fee

100,063

Distribution and service plan fees payable

52,422

Other affiliated payables

36,918

Other payables and accrued expenses

154,858

Collateral on securities loaned, at value

5,028,165

Total liabilities

11,045,237

 

 

 

Net Assets

$ 128,142,473

Net Assets consist of:

 

Paid in capital

$ 219,611,855

Undistributed net investment income

136,472

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

(104,651,067)

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

13,045,213

Net Assets

$ 128,142,473

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($41,665,451 ÷ 3,722,383 shares)

$ 11.19

 

 

 

Maximum offering price per share (100/94.25 of $11.19)

$ 11.87

Class T:
Net Asset Value
and redemption price per share ($58,326,578 ÷ 5,310,747 shares)

$ 10.98

 

 

 

Maximum offering price per share (100/96.50 of $10.98)

$ 11.38

Class B:
Net Asset Value
and offering price per share ($3,467,930 ÷ 339,701 shares)A

$ 10.21

 

 

 

Class C:
Net Asset Value
and offering price per share ($19,882,084 ÷ 1,954,747 shares)A

$ 10.17

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,800,430 ÷ 403,075 shares)

$ 11.91

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 1,252,422

Income from Fidelity Central Funds

 

19,121

Income before foreign taxes withheld

 

1,271,543

Less foreign taxes withheld

 

(94,433)

Total income

 

1,177,110

 

 

 

Expenses

Management fee
Basic fee

$ 441,548

Performance adjustment

147,398

Transfer agent fees

185,942

Distribution and service plan fees

308,646

Accounting and security lending fees

32,535

Custodian fees and expenses

69,121

Independent trustees' compensation

375

Registration fees

46,084

Audit

41,362

Legal

267

Miscellaneous

603

Total expenses before reductions

1,273,881

Expense reductions

(237,562)

1,036,319

Net investment income (loss)

140,791

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,755,546

Foreign currency transactions

(22,659)

Total net realized gain (loss)

 

3,732,887

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $66,668)

8,480,725

Assets and liabilities in foreign currencies

1,206

Total change in net unrealized appreciation (depreciation)

 

8,481,931

Net gain (loss)

12,214,818

Net increase (decrease) in net assets resulting from operations

$ 12,355,609

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 140,791

$ 730,290

Net realized gain (loss)

3,732,887

8,411,487

Change in net unrealized appreciation (depreciation)

8,481,931

(14,294,405)

Net increase (decrease) in net assets resulting
from operations

12,355,609

(5,152,628)

Distributions to shareholders from net investment income

(721,694)

(760,710)

Distributions to shareholders from net realized gain

(61,587)

(1,721,042)

Total distributions

(783,281)

(2,481,752)

Share transactions - net increase (decrease)

(11,903,188)

(24,900,583)

Redemption fees

357

3,558

Total increase (decrease) in net assets

(330,503)

(32,531,405)

 

 

 

Net Assets

Beginning of period

128,472,976

161,004,381

End of period (including undistributed net investment income of $136,472 and undistributed net investment income of $717,375, respectively)

$ 128,142,473

$ 128,472,976

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.21

$ 10.85

$ 9.34

$ 6.39

$ 18.64

$ 17.79

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .08 H

  .06

  .09

  .11

  .07

Net realized and unrealized gain (loss)

  1.05

  (.53)

  1.69

  2.88

  (8.42)

  3.81

Total from investment operations

  1.07

  (.45)

  1.75

  2.97

  (8.31)

  3.88

Distributions from net investment income

  (.09)

  (.08)

  (.08)

  (.02)

  (.05)

  (.12)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.09) M

  (.19) L

  (.24)

  (.02)

  (3.94)

  (3.03) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.19

$ 10.21

$ 10.85

$ 9.34

$ 6.39

$ 18.64

Total Return B, C, D

  10.60%

  (4.25)%

  18.98%

  46.61%

  (55.70)%

  24.76%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.80% A

  1.64%

  1.45%

  1.27%

  1.42%

  1.47%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.45%

  1.27%

  1.42%

  1.47%

Expenses net of all reductions

  1.42% A

  1.38%

  1.27%

  1.15%

  1.25%

  1.39%

Net investment income (loss)

  .47% A

  .74% H

  .66%

  1.22%

  .95%

  .39%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 41,665

$ 40,364

$ 49,058

$ 43,389

$ 35,517

$ 113,579

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $3.03 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $2.903 per share. L Total distributions of $.19 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.116 per share. M Total distributions of $.09 per share is comprised of distributions from net investment income of $.085 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.00

$ 10.63

$ 9.16

$ 6.28

$ 18.38

$ 17.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

  .05 H

  .04

  .07

  .08

  .03

Net realized and unrealized gain (loss)

  1.03

  (.52)

  1.65

  2.82

  (8.28)

  3.76

Total from investment operations

  1.04

  (.47)

  1.69

  2.89

  (8.20)

  3.79

Distributions from net investment income

  (.06)

  (.05)

  (.06)

  (.01)

  (.01)

  (.07)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.06) M

  (.16) L

  (.22)

  (.01)

  (3.90)

  (2.98) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.98

$ 10.00

$ 10.63

$ 9.16

$ 6.28

$ 18.38

Total Return B, C, D

  10.49%

  (4.51)%

  18.65%

  46.23%

  (55.79)%

  24.47%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.05% A

  1.88%

  1.69%

  1.52%

  1.65%

  1.69%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.69%

  1.52%

  1.65%

  1.69%

Expenses net of all reductions

  1.67% A

  1.62%

  1.51%

  1.41%

  1.48%

  1.61%

Net investment income (loss)

  .22% A

  .49% H

  .42%

  .96%

  .71%

  .18%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 58,327

$ 59,914

$ 74,056

$ 78,005

$ 57,603

$ 179,990

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .24%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.98 per share is comprised of distributions from net investment income of $0.74 and distributions from net realized gain of $2.903 per share. L Total distributions of $.16 per share is comprised of distributions from net investment income of $0.074 and distributions from net realized gain of $.116 per share. M Total distributions of $.06 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.26

$ 9.84

$ 8.51

$ 5.86

$ 17.36

$ 16.72

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  - H,J

  (.01)

  .03

  .02

  (.06)

Net realized and unrealized gain (loss)

  .96

  (.48)

  1.53

  2.63

  (7.75)

  3.57

Total from investment operations

  .95

  (.48)

  1.52

  2.66

  (7.73)

  3.51

Distributions from net investment income

  -

  (.01)

  (.03)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.09)

  (.16)

  -

  (3.77)

  (2.87)

Total distributions

  -

  (.10)

  (.19)

  (.01)

  (3.77)

  (2.87) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.21

$ 9.26

$ 9.84

$ 8.51

$ 5.86

$ 17.36

Total Return B, C, D

  10.26%

  (4.99)%

  18.03%

  45.50%

  (56.02)%

  23.85%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.55% A

  2.39%

  2.20%

  2.02%

  2.17%

  2.24%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.20%

  2.02%

  2.17%

  2.24%

Expenses net of all reductions

  2.17% A

  2.13%

  2.02%

  1.90%

  2.01%

  2.17%

Net investment income (loss)

  (.28)% A

  (.01)% H

  (.09)%

  .47%

  .19%

  (.38)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,468

$ 4,241

$ 8,737

$ 10,661

$ 10,356

$ 40,013

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.26)%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.87 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.23

$ 9.84

$ 8.51

$ 5.87

$ 17.42

$ 16.80

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  - H, J

  (.01)

  .03

  .02

  (.05)

Net realized and unrealized gain (loss)

  .96

  (.49)

  1.53

  2.62

  (7.75)

  3.57

Total from investment operations

  .95

  (.49)

  1.52

  2.65

  (7.73)

  3.52

Distributions from net investment income

  (.01)

  (.01)

  (.04)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.11)

  (.16)

  -

  (3.82)

  (2.90)

Total distributions

  (.01) M

  (.12)

  (.19) L

  (.01)

  (3.82)

  (2.90) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.17

$ 9.23

$ 9.84

$ 8.51

$ 5.87

$ 17.42

Total Return B, C, D

  10.31%

  (5.07)%

  18.12%

  45.26%

  (55.95)%

  23.85%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.55% A

  2.39%

  2.20%

  2.02%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.20%

  2.02%

  2.16%

  2.19%

Expenses net of all reductions

  2.17% A

  2.13%

  2.02%

  1.90%

  2.00%

  2.12%

Net investment income (loss)

  (.28)% A

  (.01)% H

  (.09)%

  .47%

  .20%

  (.33)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 19,882

$ 19,619

$ 24,809

$ 24,575

$ 20,973

$ 66,298

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.26)%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.90 per share is comprised of distributions from net realized gain of $2.903 per share. L Total distributions of $.19 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.155 per share. M Total distributions of $.01 per share is comprised of distributions from net investment income of $.005 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.87

$ 11.54

$ 9.91

$ 6.77

$ 19.49

$ 18.46

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

  .12 G

  .10

  .11

  .16

  .13

Net realized and unrealized gain (loss)

  1.12

  (.57)

  1.78

  3.05

  (8.88)

  3.97

Total from investment operations

  1.16

  (.45)

  1.88

  3.16

  (8.72)

  4.10

Distributions from net investment income

  (.12)

  (.11)

  (.09)

  (.02)

  (.11)

  (.17)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.12) L

  (.22) K

  (.25)

  (.02)

  (4.00)

  (3.07) J

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.91

$ 10.87

$ 11.54

$ 9.91

$ 6.77

$ 19.49

Total Return B, C

  10.82%

  (4.01)%

  19.22%

  46.85%

  (55.51)%

  25.16%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.51% A

  1.35%

  1.19%

  1.00%

  1.12%

  1.14%

Expenses net of fee waivers, if any

  1.20% A

  1.20%

  1.19%

  1.00%

  1.12%

  1.14%

Expenses net of all reductions

  1.16% A

  1.12%

  1.01%

  .89%

  .95%

  1.07%

Net investment income (loss)

  .72% A

  1.00% G

  .93%

  1.48%

  1.24%

  .72%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,800

$ 4,335

$ 4,345

$ 3,292

$ 3,620

$ 17,463

Portfolio turnover rate F

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $3.07 per share is comprised of distributions from net investment income of $.166 and distributions from net realized gain of $2.903 per share. K Total distributions of $.22 per share is comprised of distributions from net investment income of $.107 and distributions from net realized gain of $.116 per share. L Total distributions of $.12 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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), equity debt classifications, 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

$ 15,842,514

Gross unrealized depreciation

(3,666,204)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,176,310

 

 

Tax cost

$ 119,747,185

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2016

$ (82,346,110)

2017

(23,967,872)

Total capital loss carryforward

$ (106,313,982)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $88,308,388 and $99,463,980, 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 an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .94% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 50,241

$ 747

Class T

.25%

.25%

143,352

1,387

Class B

.75%

.25%

18,975

14,286

Class C

.75%

.25%

96,078

4,406

 

 

 

$ 308,646

$ 20,826

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

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

$ 5,622

Class T

3,558

Class B*

4,265

Class C*

466

 

$ 13,911

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 60,674

.30

Class T

85,136

.30

Class B

5,752

.30

Class C

28,991

.30

Institutional Class

5,389

.26

 

$ 185,942

 

* Annualized

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 each 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 $283 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $186 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $18,838. During the period, there were no securities loaned to FCM.

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.

Semiannual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.45%

$ 70,830

Class T

1.70%

99,385

Class B

2.20%

6,628

Class C

2.20%

33,834

Institutional Class

1.20%

6,489

 

 

$ 217,166

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $20,396 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 338,785

$ 351,944

Class T

327,446

323,075

Class B

-

9,663

Class C

10,467

29,995

Institutional Class

44,996

46,033

Total

$ 721,694

$ 760,710

From net realized gain

 

 

Class A

$ 19,929

$ 529,480

Class T

29,236

797,756

Class B

-

70,707

Class C

10,466

273,307

Institutional Class

1,956

49,792

Total

$ 61,587

$ 1,721,042

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares Sold

285,370

721,944

$ 2,962,114

$ 7,956,982

Reinvestment of distributions

32,796

72,790

324,358

801,552

Shares redeemed

(550,985)

(1,361,813)

(5,713,817)

(14,987,238)

Net increase (decrease)

(232,819)

(567,079)

$ (2,427,345)

$ (6,228,704)

Class T

 

 

 

 

Shares sold

265,785

879,812

$ 2,727,983

$ 9,150,890

Reinvestment of distributions

35,814

101,007

347,751

1,092,104

Shares redeemed

(983,599)

(1,955,605)

(9,894,624)

(20,943,089)

Net increase (decrease)

(682,000)

(974,786)

$ (6,818,890)

$ (10,700,095)

Class B

 

 

 

 

Shares sold

2,923

9,370

$ 27,461

$ 93,679

Reinvestment of distributions

-

7,318

-

73,635

Shares redeemed

(121,335)

(446,550)

(1,160,156)

(4,499,761)

Net increase (decrease)

(118,412)

(429,862)

$ (1,132,695)

$ (4,332,447)

Class C

 

 

 

 

Shares sold

86,903

194,812

$ 829,425

$ 1,945,397

Reinvestment of distributions

2,090

27,032

18,836

271,185

Shares redeemed

(258,769)

(619,329)

(2,455,025)

(6,101,194)

Net increase (decrease)

(169,776)

(397,485)

$ (1,606,764)

$ (3,884,612)

Institutional Class

 

 

 

 

Shares sold

66,045

167,207

$ 752,782

$ 1,942,483

Reinvestment of distributions

3,641

6,560

38,267

76,766

Shares redeemed

(65,439)

(151,382)

(708,543)

(1,773,974)

Net increase (decrease)

4,247

22,385

$ 82,506

$ 245,275

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.

Semiannual 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.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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-USAN-0612
1.784890.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
International
Capital Appreciation
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,106.00

$ 7.59

HypotheticalA

 

$ 1,000.00

$ 1,017.65

$ 7.27

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,104.90

$ 8.90

HypotheticalA

 

$ 1,000.00

$ 1,016.41

$ 8.52

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,102.60

$ 11.50

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,103.10

$ 11.50

HypotheticalA

 

$ 1,000.00

$ 1,013.92

$ 11.02

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,108.20

$ 6.29

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.02

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

1.9

2.0

Nestle SA (Switzerland, Food Products)

1.7

2.3

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.6

1.7

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.4

1.8

Unilever PLC (United Kingdom, Food Products)

1.0

1.2

 

7.6

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

21.5

21.5

Consumer Discretionary

19.7

22.0

Industrials

13.8

9.9

Financials

12.6

16.3

Materials

11.2

10.9

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United States of America

16.2

15.8

United Kingdom

15.6

14.7

Japan

9.2

7.7

France

7.9

7.9

Switzerland

4.9

5.7

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 99.1%

 

ade15

Stocks 97.9%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 0.9%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.1%

 

ade153

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 0.9%

Fortescue Metals Group Ltd.

95,080

$ 558,693

Iluka Resources Ltd.

30,800

545,513

TOTAL AUSTRALIA

1,104,206

Bailiwick of Jersey - 0.5%

Experian PLC

39,600

625,072

Belgium - 1.2%

Anheuser-Busch InBev SA NV (d)

13,480

971,651

Umicore SA

11,111

602,985

TOTAL BELGIUM

1,574,636

Bermuda - 0.8%

Credicorp Ltd. (NY Shares)

4,480

586,477

Petra Diamonds Ltd. (a)

193,762

488,411

TOTAL BERMUDA

1,074,888

Brazil - 3.7%

BR Malls Participacoes SA

43,300

537,914

Brasil Foods SA sponsored ADR (d)

29,900

551,057

Cia.Hering SA

20,100

498,770

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

18,500

776,630

Iguatemi Empresa de Shopping Centers SA

22,200

487,756

Itau Unibanco Banco Multiplo SA sponsored ADR

51,050

800,975

Multiplan Empreendimentos Imobiliarios SA

23,900

564,226

Souza Cruz SA

38,000

591,884

TOTAL BRAZIL

4,809,212

British Virgin Islands - 0.4%

Arcos Dorados Holdings, Inc.

26,900

480,703

Canada - 2.9%

Barrick Gold Corp.

19,600

792,929

Canadian National Railway Co.

9,300

793,713

First Quantum Minerals Ltd.

29,600

614,925

Potash Corp. of Saskatchewan, Inc.

17,100

727,107

Suncor Energy, Inc.

25,800

852,295

TOTAL CANADA

3,780,969

Cayman Islands - 1.8%

Baidu.com, Inc. sponsored ADR (a)

4,000

530,800

Belle International Holdings Ltd.

317,000

621,853

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Golden Eagle Retail Group Ltd. (H Shares)

204,000

$ 535,067

Hengan International Group Co. Ltd.

56,500

598,232

TOTAL CAYMAN ISLANDS

2,285,952

Chile - 0.4%

Embotelladora Andina SA Class A

102,185

463,424

Colombia - 0.4%

Grupo de Inversiones Surameric

29,195

529,439

Curacao - 0.4%

Schlumberger Ltd.

6,400

474,496

Denmark - 0.8%

Novo Nordisk A/S Series B sponsored ADR

6,600

970,332

Finland - 0.9%

Kone Oyj (B Shares)

9,500

587,933

Nokian Tyres PLC

11,914

565,102

TOTAL FINLAND

1,153,035

France - 7.9%

Air Liquide SA

5,200

668,895

BNP Paribas SA

19,704

791,654

Bureau Veritas SA

5,800

516,809

Casino Guichard Perrachon SA

5,871

576,607

CFAO SA

11,900

513,240

Christian Dior SA (d)

4,040

608,887

Edenred

17,900

571,785

Essilor International SA

6,088

536,265

L'Oreal SA

5,200

625,665

LVMH Moet Hennessy - Louis Vuitton SA (d)

5,445

902,093

Pernod Ricard SA

6,200

643,555

PPR SA

4,100

685,775

Publicis Groupe SA

11,800

608,588

Remy Cointreau SA

5,100

568,399

Schneider Electric SA

11,639

715,072

Technip SA

5,500

622,007

TOTAL FRANCE

10,155,296

Germany - 2.8%

BASF AG (d)

12,835

1,056,669

Bayerische Motoren Werke AG (BMW)

8,700

827,040

Common Stocks - continued

Shares

Value

Germany - continued

Henkel AG & Co. KGaA

11,500

$ 703,944

SAP AG

14,225

943,381

TOTAL GERMANY

3,531,034

Hong Kong - 0.6%

AIA Group Ltd.

200,400

712,887

India - 3.5%

Asian Paints India Ltd.

7,689

514,907

Bajaj Auto Ltd.

17,250

532,076

HDFC Bank Ltd.

61,737

636,131

Housing Development Finance Corp. Ltd.

46,095

589,568

ITC Ltd.

128,653

599,721

Mahindra & Mahindra Ltd.

41,377

557,861

Smithkline Beecham Consumer Healthcare Ltd.

10,216

544,446

Titan Industries Ltd.

105,822

468,177

TOTAL INDIA

4,442,887

Indonesia - 4.7%

PT ACE Hardware Indonesia Tbk

1,148,000

643,295

PT Astra International Tbk

83,500

645,068

PT Bank Central Asia Tbk

579,500

504,434

PT Global Mediacom Tbk

3,042,500

549,540

PT Gudang Garam Tbk

85,500

550,743

PT Jasa Marga Tbk

914,000

532,060

PT Mitra Adiperkasa Tbk

732,500

553,928

PT Modern Internasional Tbk

1,437,500

414,490

PT Semen Gresik (Persero) Tbk

395,500

522,858

PT Tower Bersama Infrastructure Tbk

1,629,000

540,607

PT United Tractors Tbk

169,000

544,301

TOTAL INDONESIA

6,001,324

Ireland - 0.8%

Accenture PLC Class A

7,900

513,105

Dragon Oil PLC

55,000

523,571

TOTAL IRELAND

1,036,676

Israel - 0.8%

Check Point Software Technologies Ltd. (a)

9,100

528,983

Israel Chemicals Ltd.

45,300

519,684

TOTAL ISRAEL

1,048,667

Italy - 1.3%

Prada SpA

79,300

538,639

Common Stocks - continued

Shares

Value

Italy - continued

Saipem SpA

12,675

$ 626,198

Salvatore Ferragamo Italia SpA

20,700

506,127

TOTAL ITALY

1,670,964

Japan - 9.2%

Canon, Inc. sponsored ADR (d)

19,806

898,400

Fanuc Corp.

4,400

742,109

Fast Retailing Co. Ltd.

2,600

581,053

Hitachi Ltd.

123,000

783,466

Japan Tobacco, Inc.

128

709,124

Keyence Corp.

2,440

575,937

Komatsu Ltd.

25,400

731,058

Makita Corp.

13,300

509,138

Mitsubishi Corp.

33,400

723,889

Mitsui & Co. Ltd.

44,700

698,061

Nabtesco Corp.

25,400

542,265

Nikon Corp.

20,300

601,695

Nissan Motor Co. Ltd.

69,700

724,719

Rakuten, Inc.

561

625,749

SMC Corp.

3,400

567,846

SOFTBANK CORP.

22,500

671,588

Sysmex Corp.

14,100

566,690

Unicharm Corp.

10,600

593,017

TOTAL JAPAN

11,845,804

Korea (South) - 0.7%

Hyundai Motor Co.

3,550

843,425

Mexico - 1.7%

Bolsa Mexicana de Valores SA de CV

248,700

497,087

Coca-Cola FEMSA SAB de CV sponsored ADR

4,400

466,180

Grupo Mexico SA de CV Series B

180,200

555,889

Wal-Mart de Mexico SA de CV Series V

228,800

654,181

TOTAL MEXICO

2,173,337

Netherlands - 0.8%

ASML Holding NV (Netherlands)

11,300

575,022

LyondellBasell Industries NV Class A

10,990

459,162

TOTAL NETHERLANDS

1,034,184

Philippines - 1.6%

International Container Terminal Services, Inc.

290,500

468,493

Metropolitan Bank & Trust Co.

226,900

491,845

Common Stocks - continued

Shares

Value

Philippines - continued

SM Investments Corp.

33,860

$ 561,322

SM Prime Holdings, Inc.

1,419,300

562,132

TOTAL PHILIPPINES

2,083,792

Portugal - 0.4%

Jeronimo Martins SGPS SA

28,600

535,729

Russia - 1.9%

Magnit OJSC GDR (Reg. S)

19,795

579,598

NOVATEK OAO GDR (Reg. S)

4,700

597,370

Sberbank (Savings Bank of the Russian Federation)

218,900

700,799

TNK-BP Holding (a)

172,600

528,184

TOTAL RUSSIA

2,405,951

South Africa - 1.8%

JSE Ltd.

47,000

496,709

Mr Price Group Ltd.

39,300

531,545

Naspers Ltd. Class N

12,500

752,845

Shoprite Holdings Ltd.

33,900

585,775

TOTAL SOUTH AFRICA

2,366,874

Spain - 0.5%

Inditex SA

7,095

638,211

Sweden - 1.5%

Atlas Copco AB (A Shares)

29,200

695,161

Elekta AB (B Shares)

11,300

573,344

Swedish Match Co. AB

14,600

593,493

TOTAL SWEDEN

1,861,998

Switzerland - 4.9%

Compagnie Financiere Richemont SA Series A

12,644

781,586

Dufry AG (a)

3,960

537,134

Nestle SA

34,244

2,097,919

Schindler Holding AG (Reg.)

4,370

558,559

Swatch Group AG (Bearer)

1,460

673,413

Syngenta AG (Switzerland)

2,290

803,138

UBS AG (NY Shares)

62,300

770,651

TOTAL SWITZERLAND

6,222,400

Taiwan - 0.8%

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

62,900

979,982

Thailand - 1.3%

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

218,400

543,248

Common Stocks - continued

Shares

Value

Thailand - continued

Central Pattana PCL (For. Reg.)

357,600

$ 584,276

Siam Makro PCL (For. Reg.)

45,600

567,869

TOTAL THAILAND

1,695,393

Turkey - 1.2%

Coca-Cola Icecek A/S

38,000

534,206

TAV Havalimanlari Holding A/S (a)

98,000

515,378

Turkiye Garanti Bankasi A/S

147,000

540,478

TOTAL TURKEY

1,590,062

United Kingdom - 15.6%

Anglo American PLC (United Kingdom)

23,300

895,536

Antofagasta PLC

28,700

550,145

Barclays PLC sponsored ADR (d)

56,600

805,984

BG Group PLC

48,497

1,141,768

BHP Billiton PLC ADR

32,000

2,059,520

British American Tobacco PLC (United Kingdom)

34,000

1,744,059

Burberry Group PLC

25,200

607,396

Diageo PLC sponsored ADR

9,900

1,001,088

Imperial Tobacco Group PLC

21,281

851,095

Johnson Matthey PLC

15,800

593,425

Meggitt PLC

84,500

560,266

Prudential PLC

66,095

810,154

Reckitt Benckiser Group PLC

14,000

815,088

Rolls-Royce Group PLC

53,300

712,420

Royal Dutch Shell PLC Class B

66,299

2,426,477

SABMiller PLC

20,800

873,890

Standard Chartered PLC (United Kingdom)

37,317

912,173

The Weir Group PLC

18,100

500,897

Unilever PLC

38,000

1,298,315

Xstrata PLC

42,077

804,176

TOTAL UNITED KINGDOM

19,963,872

United States of America - 15.8%

Allergan, Inc.

5,500

528,000

Altria Group, Inc.

16,200

521,802

American Tower Corp.

8,200

537,756

Apple, Inc. (a)

880

514,131

Caterpillar, Inc.

4,500

462,465

Coach, Inc.

6,700

490,172

Crown Castle International Corp. (a)

8,600

486,846

Cummins, Inc.

4,220

488,803

Deere & Co.

5,893

485,347

Common Stocks - continued

Shares

Value

United States of America - continued

EMC Corp. (a)

18,900

$ 533,169

Google, Inc. Class A (a)

820

496,289

Halliburton Co.

14,800

506,456

IBM Corp.

2,600

538,408

Joy Global, Inc.

7,600

537,852

JPMorgan Chase & Co.

12,295

528,439

Las Vegas Sands Corp.

8,740

484,983

Lorillard, Inc.

3,700

500,573

MasterCard, Inc. Class A

1,060

479,406

McGraw-Hill Companies, Inc.

10,000

491,700

Mead Johnson Nutrition Co. Class A

6,200

530,472

Moody's Corp.

10,900

446,355

National Oilwell Varco, Inc.

6,950

526,532

NIKE, Inc. Class B

4,500

503,415

Oracle Corp.

16,600

487,874

Perrigo Co.

4,800

503,520

Philip Morris International, Inc.

10,655

953,729

PriceSmart, Inc.

6,400

528,256

QUALCOMM, Inc.

8,000

510,720

Rackspace Hosting, Inc. (a)

9,017

523,798

salesforce.com, Inc. (a)

3,400

529,482

SBA Communications Corp. Class A (a)

9,800

526,652

The Coca-Cola Co.

6,900

526,608

Tiffany & Co., Inc.

7,125

487,778

TJX Companies, Inc.

12,500

521,375

Union Pacific Corp.

4,700

528,468

United Technologies Corp.

5,772

471,226

Visa, Inc. Class A

4,200

516,516

Wells Fargo & Co.

16,040

536,217

Yum! Brands, Inc.

7,400

538,202

TOTAL UNITED STATES OF AMERICA

20,309,792

TOTAL COMMON STOCKS

(Cost $111,521,822)


124,476,905

Preferred Stocks - 1.9%

 

 

 

 

Convertible Preferred Stocks - 0.4%

United States of America - 0.4%

Citigroup, Inc. 7.50%

5,000

487,350

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - 1.5%

Germany - 1.0%

Hugo Boss AG (non-vtg.)

4,400

$ 491,082

Volkswagen AG

4,500

852,461

TOTAL GERMANY

1,343,543

Italy - 0.5%

Fiat Industrial SpA

70,467

578,362

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

5,649,800

9,170

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,931,075

TOTAL PREFERRED STOCKS

(Cost $2,184,601)


2,418,425

Money Market Funds - 3.9%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)
(Cost $5,028,165)

5,028,165


5,028,165

TOTAL INVESTMENT PORTFOLIO - 103.0%

(Cost $118,734,588)

131,923,495

NET OTHER ASSETS (LIABILITIES) - (3.0)%

(3,781,022)

NET ASSETS - 100%

$ 128,142,473

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 283

Fidelity Securities Lending Cash Central Fund

18,838

Total

$ 19,121

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 25,016,258

$ 22,483,042

$ 2,533,216

$ -

Consumer Staples

27,371,272

23,026,757

4,344,515

-

Energy

8,825,354

6,398,877

2,426,477

-

Financials

16,449,866

15,003,581

1,446,285

-

Health Care

3,678,151

3,111,461

566,690

-

Industrials

17,535,300

13,020,934

4,514,366

-

Information Technology

11,458,869

9,156,085

2,302,784

-

Materials

14,334,567

13,531,429

803,138

-

Telecommunication Services

2,225,693

1,554,105

671,588

-

Money Market Funds

5,028,165

5,028,165

-

-

Total Investments in Securities:

$ 131,923,495

$ 112,314,436

$ 19,609,059

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,691,045) - See accompanying schedule:

Unaffiliated issuers (cost $113,706,423)

$ 126,895,330

 

Fidelity Central Funds (cost $5,028,165)

5,028,165

 

Total Investments (cost $118,734,588)

 

$ 131,923,495

Foreign currency held at value (cost $1,087,287)

1,086,649

Receivable for investments sold

4,930,299

Receivable for fund shares sold

299,439

Dividends receivable

622,276

Distributions receivable from Fidelity Central Funds

10,383

Prepaid expenses

123

Receivable from investment adviser for expense reductions

42,619

Other receivables

272,427

Total assets

139,187,710

 

 

 

Liabilities

Payable to custodian bank

$ 57,346

Payable for investments purchased

4,884,118

Payable for fund shares redeemed

731,347

Accrued management fee

100,063

Distribution and service plan fees payable

52,422

Other affiliated payables

36,918

Other payables and accrued expenses

154,858

Collateral on securities loaned, at value

5,028,165

Total liabilities

11,045,237

 

 

 

Net Assets

$ 128,142,473

Net Assets consist of:

 

Paid in capital

$ 219,611,855

Undistributed net investment income

136,472

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

(104,651,067)

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

13,045,213

Net Assets

$ 128,142,473

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($41,665,451 ÷ 3,722,383 shares)

$ 11.19

 

 

 

Maximum offering price per share (100/94.25 of $11.19)

$ 11.87

Class T:
Net Asset Value
and redemption price per share ($58,326,578 ÷ 5,310,747 shares)

$ 10.98

 

 

 

Maximum offering price per share (100/96.50 of $10.98)

$ 11.38

Class B:
Net Asset Value
and offering price per share ($3,467,930 ÷ 339,701 shares)A

$ 10.21

 

 

 

Class C:
Net Asset Value
and offering price per share ($19,882,084 ÷ 1,954,747 shares)A

$ 10.17

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,800,430 ÷ 403,075 shares)

$ 11.91

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 1,252,422

Income from Fidelity Central Funds

 

19,121

Income before foreign taxes withheld

 

1,271,543

Less foreign taxes withheld

 

(94,433)

Total income

 

1,177,110

 

 

 

Expenses

Management fee
Basic fee

$ 441,548

Performance adjustment

147,398

Transfer agent fees

185,942

Distribution and service plan fees

308,646

Accounting and security lending fees

32,535

Custodian fees and expenses

69,121

Independent trustees' compensation

375

Registration fees

46,084

Audit

41,362

Legal

267

Miscellaneous

603

Total expenses before reductions

1,273,881

Expense reductions

(237,562)

1,036,319

Net investment income (loss)

140,791

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,755,546

Foreign currency transactions

(22,659)

Total net realized gain (loss)

 

3,732,887

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $66,668)

8,480,725

Assets and liabilities in foreign currencies

1,206

Total change in net unrealized appreciation (depreciation)

 

8,481,931

Net gain (loss)

12,214,818

Net increase (decrease) in net assets resulting from operations

$ 12,355,609

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 140,791

$ 730,290

Net realized gain (loss)

3,732,887

8,411,487

Change in net unrealized appreciation (depreciation)

8,481,931

(14,294,405)

Net increase (decrease) in net assets resulting
from operations

12,355,609

(5,152,628)

Distributions to shareholders from net investment income

(721,694)

(760,710)

Distributions to shareholders from net realized gain

(61,587)

(1,721,042)

Total distributions

(783,281)

(2,481,752)

Share transactions - net increase (decrease)

(11,903,188)

(24,900,583)

Redemption fees

357

3,558

Total increase (decrease) in net assets

(330,503)

(32,531,405)

 

 

 

Net Assets

Beginning of period

128,472,976

161,004,381

End of period (including undistributed net investment income of $136,472 and undistributed net investment income of $717,375, respectively)

$ 128,142,473

$ 128,472,976

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.21

$ 10.85

$ 9.34

$ 6.39

$ 18.64

$ 17.79

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

  .08 H

  .06

  .09

  .11

  .07

Net realized and unrealized gain (loss)

  1.05

  (.53)

  1.69

  2.88

  (8.42)

  3.81

Total from investment operations

  1.07

  (.45)

  1.75

  2.97

  (8.31)

  3.88

Distributions from net investment income

  (.09)

  (.08)

  (.08)

  (.02)

  (.05)

  (.12)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.09) M

  (.19) L

  (.24)

  (.02)

  (3.94)

  (3.03) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.19

$ 10.21

$ 10.85

$ 9.34

$ 6.39

$ 18.64

Total Return B, C, D

  10.60%

  (4.25)%

  18.98%

  46.61%

  (55.70)%

  24.76%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.80% A

  1.64%

  1.45%

  1.27%

  1.42%

  1.47%

Expenses net of fee waivers, if any

  1.45% A

  1.45%

  1.45%

  1.27%

  1.42%

  1.47%

Expenses net of all reductions

  1.42% A

  1.38%

  1.27%

  1.15%

  1.25%

  1.39%

Net investment income (loss)

  .47% A

  .74% H

  .66%

  1.22%

  .95%

  .39%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 41,665

$ 40,364

$ 49,058

$ 43,389

$ 35,517

$ 113,579

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $3.03 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $2.903 per share. L Total distributions of $.19 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.116 per share. M Total distributions of $.09 per share is comprised of distributions from net investment income of $.085 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.00

$ 10.63

$ 9.16

$ 6.28

$ 18.38

$ 17.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

  .05 H

  .04

  .07

  .08

  .03

Net realized and unrealized gain (loss)

  1.03

  (.52)

  1.65

  2.82

  (8.28)

  3.76

Total from investment operations

  1.04

  (.47)

  1.69

  2.89

  (8.20)

  3.79

Distributions from net investment income

  (.06)

  (.05)

  (.06)

  (.01)

  (.01)

  (.07)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.06) M

  (.16) L

  (.22)

  (.01)

  (3.90)

  (2.98) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.98

$ 10.00

$ 10.63

$ 9.16

$ 6.28

$ 18.38

Total Return B, C, D

  10.49%

  (4.51)%

  18.65%

  46.23%

  (55.79)%

  24.47%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.05% A

  1.88%

  1.69%

  1.52%

  1.65%

  1.69%

Expenses net of fee waivers, if any

  1.70% A

  1.70%

  1.69%

  1.52%

  1.65%

  1.69%

Expenses net of all reductions

  1.67% A

  1.62%

  1.51%

  1.41%

  1.48%

  1.61%

Net investment income (loss)

  .22% A

  .49% H

  .42%

  .96%

  .71%

  .18%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 58,327

$ 59,914

$ 74,056

$ 78,005

$ 57,603

$ 179,990

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .24%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.98 per share is comprised of distributions from net investment income of $0.74 and distributions from net realized gain of $2.903 per share. L Total distributions of $.16 per share is comprised of distributions from net investment income of $0.074 and distributions from net realized gain of $.116 per share. M Total distributions of $.06 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.26

$ 9.84

$ 8.51

$ 5.86

$ 17.36

$ 16.72

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  - H,J

  (.01)

  .03

  .02

  (.06)

Net realized and unrealized gain (loss)

  .96

  (.48)

  1.53

  2.63

  (7.75)

  3.57

Total from investment operations

  .95

  (.48)

  1.52

  2.66

  (7.73)

  3.51

Distributions from net investment income

  -

  (.01)

  (.03)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.09)

  (.16)

  -

  (3.77)

  (2.87)

Total distributions

  -

  (.10)

  (.19)

  (.01)

  (3.77)

  (2.87) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.21

$ 9.26

$ 9.84

$ 8.51

$ 5.86

$ 17.36

Total Return B, C, D

  10.26%

  (4.99)%

  18.03%

  45.50%

  (56.02)%

  23.85%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.55% A

  2.39%

  2.20%

  2.02%

  2.17%

  2.24%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.20%

  2.02%

  2.17%

  2.24%

Expenses net of all reductions

  2.17% A

  2.13%

  2.02%

  1.90%

  2.01%

  2.17%

Net investment income (loss)

  (.28)% A

  (.01)% H

  (.09)%

  .47%

  .19%

  (.38)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,468

$ 4,241

$ 8,737

$ 10,661

$ 10,356

$ 40,013

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.26)%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.87 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.23

$ 9.84

$ 8.51

$ 5.87

$ 17.42

$ 16.80

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.01)

  - H, J

  (.01)

  .03

  .02

  (.05)

Net realized and unrealized gain (loss)

  .96

  (.49)

  1.53

  2.62

  (7.75)

  3.57

Total from investment operations

  .95

  (.49)

  1.52

  2.65

  (7.73)

  3.52

Distributions from net investment income

  (.01)

  (.01)

  (.04)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.11)

  (.16)

  -

  (3.82)

  (2.90)

Total distributions

  (.01) M

  (.12)

  (.19) L

  (.01)

  (3.82)

  (2.90) K

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.17

$ 9.23

$ 9.84

$ 8.51

$ 5.87

$ 17.42

Total Return B, C, D

  10.31%

  (5.07)%

  18.12%

  45.26%

  (55.95)%

  23.85%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.55% A

  2.39%

  2.20%

  2.02%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.20% A

  2.20%

  2.20%

  2.02%

  2.16%

  2.19%

Expenses net of all reductions

  2.17% A

  2.13%

  2.02%

  1.90%

  2.00%

  2.12%

Net investment income (loss)

  (.28)% A

  (.01)% H

  (.09)%

  .47%

  .20%

  (.33)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 19,882

$ 19,619

$ 24,809

$ 24,575

$ 20,973

$ 66,298

Portfolio turnover rate G

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.26)%. I 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 reductions from 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. J Amount represents less than $.01 per share. K Total distributions of $2.90 per share is comprised of distributions from net realized gain of $2.903 per share. L Total distributions of $.19 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.155 per share. M Total distributions of $.01 per share is comprised of distributions from net investment income of $.005 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.87

$ 11.54

$ 9.91

$ 6.77

$ 19.49

$ 18.46

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

  .12 G

  .10

  .11

  .16

  .13

Net realized and unrealized gain (loss)

  1.12

  (.57)

  1.78

  3.05

  (8.88)

  3.97

Total from investment operations

  1.16

  (.45)

  1.88

  3.16

  (8.72)

  4.10

Distributions from net investment income

  (.12)

  (.11)

  (.09)

  (.02)

  (.11)

  (.17)

Distributions from net realized gain

  (.01)

  (.12)

  (.16)

  -

  (3.89)

  (2.90)

Total distributions

  (.12) L

  (.22) K

  (.25)

  (.02)

  (4.00)

  (3.07) J

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.91

$ 10.87

$ 11.54

$ 9.91

$ 6.77

$ 19.49

Total Return B, C

  10.82%

  (4.01)%

  19.22%

  46.85%

  (55.51)%

  25.16%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.51% A

  1.35%

  1.19%

  1.00%

  1.12%

  1.14%

Expenses net of fee waivers, if any

  1.20% A

  1.20%

  1.19%

  1.00%

  1.12%

  1.14%

Expenses net of all reductions

  1.16% A

  1.12%

  1.01%

  .89%

  .95%

  1.07%

Net investment income (loss)

  .72% A

  1.00% G

  .93%

  1.48%

  1.24%

  .72%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,800

$ 4,335

$ 4,345

$ 3,292

$ 3,620

$ 17,463

Portfolio turnover rate F

  142% A

  254%

  490%

  414%

  394%

  146%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $3.07 per share is comprised of distributions from net investment income of $.166 and distributions from net realized gain of $2.903 per share. K Total distributions of $.22 per share is comprised of distributions from net investment income of $.107 and distributions from net realized gain of $.116 per share. L Total distributions of $.12 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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), equity debt classifications, 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

$ 15,842,514

Gross unrealized depreciation

(3,666,204)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,176,310

 

 

Tax cost

$ 119,747,185

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2016

$ (82,346,110)

2017

(23,967,872)

Total capital loss carryforward

$ (106,313,982)

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $88,308,388 and $99,463,980, 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 an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .94% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 50,241

$ 747

Class T

.25%

.25%

143,352

1,387

Class B

.75%

.25%

18,975

14,286

Class C

.75%

.25%

96,078

4,406

 

 

 

$ 308,646

$ 20,826

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Semiannual Report

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

$ 5,622

Class T

3,558

Class B*

4,265

Class C*

466

 

$ 13,911

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 60,674

.30

Class T

85,136

.30

Class B

5,752

.30

Class C

28,991

.30

Institutional Class

5,389

.26

 

$ 185,942

 

* Annualized

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 each 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 $283 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $186 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $18,838. During the period, there were no securities loaned to FCM.

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.

Semiannual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.45%

$ 70,830

Class T

1.70%

99,385

Class B

2.20%

6,628

Class C

2.20%

33,834

Institutional Class

1.20%

6,489

 

 

$ 217,166

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $20,396 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 338,785

$ 351,944

Class T

327,446

323,075

Class B

-

9,663

Class C

10,467

29,995

Institutional Class

44,996

46,033

Total

$ 721,694

$ 760,710

From net realized gain

 

 

Class A

$ 19,929

$ 529,480

Class T

29,236

797,756

Class B

-

70,707

Class C

10,466

273,307

Institutional Class

1,956

49,792

Total

$ 61,587

$ 1,721,042

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares Sold

285,370

721,944

$ 2,962,114

$ 7,956,982

Reinvestment of distributions

32,796

72,790

324,358

801,552

Shares redeemed

(550,985)

(1,361,813)

(5,713,817)

(14,987,238)

Net increase (decrease)

(232,819)

(567,079)

$ (2,427,345)

$ (6,228,704)

Class T

 

 

 

 

Shares sold

265,785

879,812

$ 2,727,983

$ 9,150,890

Reinvestment of distributions

35,814

101,007

347,751

1,092,104

Shares redeemed

(983,599)

(1,955,605)

(9,894,624)

(20,943,089)

Net increase (decrease)

(682,000)

(974,786)

$ (6,818,890)

$ (10,700,095)

Class B

 

 

 

 

Shares sold

2,923

9,370

$ 27,461

$ 93,679

Reinvestment of distributions

-

7,318

-

73,635

Shares redeemed

(121,335)

(446,550)

(1,160,156)

(4,499,761)

Net increase (decrease)

(118,412)

(429,862)

$ (1,132,695)

$ (4,332,447)

Class C

 

 

 

 

Shares sold

86,903

194,812

$ 829,425

$ 1,945,397

Reinvestment of distributions

2,090

27,032

18,836

271,185

Shares redeemed

(258,769)

(619,329)

(2,455,025)

(6,101,194)

Net increase (decrease)

(169,776)

(397,485)

$ (1,606,764)

$ (3,884,612)

Institutional Class

 

 

 

 

Shares sold

66,045

167,207

$ 752,782

$ 1,942,483

Reinvestment of distributions

3,641

6,560

38,267

76,766

Shares redeemed

(65,439)

(151,382)

(708,543)

(1,773,974)

Net increase (decrease)

4,247

22,385

$ 82,506

$ 245,275

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.

Semiannual 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.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) 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-USAN-0612
1.784891.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Overseas
Fund - Class A, Class T, Class B and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.26%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.80

$ 6.46

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.32

Class T

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.50

$ 7.38

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.22

Class B

2.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.50

$ 10.28

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.07

Class C

2.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.40

$ 10.28

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.07

Institutional Class

.91%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 4.67

HypotheticalA

 

$ 1,000.00

$ 1,020.34

$ 4.57

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

2.7

2.1

Rakuten, Inc. (Japan, Internet & Catalog Retail)

2.4

2.0

Volkswagen AG (Germany, Automobiles)

2.2

2.0

LVMH Moet Hennessy - Louis Vuitton SA (France, Textiles, Apparel & Luxury Goods)

2.1

1.8

Compagnie Financiere Richemont SA Series A (Switzerland, Textiles, Apparel & Luxury Goods)

1.9

1.5

 

11.3

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

25.4

23.5

Financials

15.1

17.6

Information Technology

12.3

10.9

Consumer Staples

11.6

6.5

Materials

10.8

12.1

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

19.9

18.5

Japan

13.8

15.6

France

12.1

12.6

Germany

11.4

11.6

Switzerland

8.7

7.6

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 98.0%

 

ade15

Stocks 98.1%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.9%

 

ade164

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value (000s)

Australia - 2.6%

BHP Billiton Ltd.

211,768

$ 7,857

Fortescue Metals Group Ltd.

208,017

1,222

Macquarie Group Ltd.

52,488

1,597

Newcrest Mining Ltd.

108,586

2,975

Westfield Group unit

344,639

3,318

TOTAL AUSTRALIA

16,969

Bailiwick of Jersey - 0.6%

Wolseley PLC

19,500

742

WPP PLC

247,196

3,348

TOTAL BAILIWICK OF JERSEY

4,090

Belgium - 0.3%

Ageas (d)

410,900

748

Hamon & Compagnie International SA

60,300

1,289

TOTAL BELGIUM

2,037

Bermuda - 2.1%

Clear Media Ltd.

1,278,000

779

Li & Fung Ltd.

2,148,000

4,596

Oriental Watch Holdings Ltd.

7,164,000

3,001

Petra Diamonds Ltd. (a)

379,200

956

Signet Jewelers Ltd.

82,600

4,028

TOTAL BERMUDA

13,360

Brazil - 0.4%

Drogasil SA

47,700

514

Souza Cruz Industria e Comercio

149,900

2,335

TOTAL BRAZIL

2,849

British Virgin Islands - 0.9%

Gem Diamonds Ltd. (a)

261,700

1,100

Mail.ru Group Ltd.:

GDR (a)(e)

4,200

182

GDR (Reg. S) (a)

103,500

4,476

TOTAL BRITISH VIRGIN ISLANDS

5,758

Canada - 0.7%

Barrick Gold Corp.

18,200

736

Potash Corp. of Saskatchewan, Inc.

72,800

3,096

Yamana Gold, Inc.

60,500

888

TOTAL CANADA

4,720

Common Stocks - continued

Shares

Value (000s)

Cayman Islands - 5.4%

Baidu.com, Inc. sponsored ADR (a)

46,500

$ 6,171

Biostime International Holdings Ltd.

59,500

171

E-Commerce China Dangdang, Inc. ADR (a)(d)

38,000

304

Hengdeli Holdings Ltd.

25,890,000

10,378

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)

32,200

765

Natural Beauty Bio-Technology Ltd.

6,200,000

1,199

Noah Holdings Ltd. sponsored ADR

129,100

920

Perfect World Co. Ltd. sponsored ADR Class B

203,400

2,484

Renren, Inc. ADR (d)

15,000

92

Shenguan Holdings Group Ltd.

2,022,000

1,095

SINA Corp. (a)

8,800

515

Tencent Holdings Ltd.

309,800

9,735

YouKu.com, Inc. ADR (a)(d)

38,800

933

TOTAL CAYMAN ISLANDS

34,762

Denmark - 2.9%

Carlsberg A/S Series B

10,600

914

Danske Bank A/S (a)

51,111

830

Novo Nordisk A/S:

Series B

19,863

2,929

Series B sponsored ADR

95,400

14,026

TOTAL DENMARK

18,699

France - 12.1%

Alstom SA

156,484

5,589

Atos Origin SA

37,421

2,410

AXA SA

33,258

471

AXA SA sponsored ADR

62,300

883

Beneteau SA

86,400

936

BNP Paribas SA

60,122

2,416

Club Mediterranee SA (a)

53,000

1,016

Compagnie Generale de Geophysique SA (a)

96,000

2,753

Danone SA

128,222

9,022

Gameloft (a)

239,900

1,493

GDF Suez (d)

81,500

1,876

Iliad SA

18,000

2,317

Ingenico SA

55,137

2,901

Ipsos SA

57,360

1,862

Lafarge SA (Bearer)

34,900

1,361

LVMH Moet Hennessy - Louis Vuitton SA (d)

81,400

13,486

Pernod Ricard SA

72,700

7,546

PPR SA (d)

7,200

1,204

Common Stocks - continued

Shares

Value (000s)

France - continued

Safran SA

52,800

$ 1,957

Sanofi SA

50,634

3,868

Sanofi SA sponsored ADR

206,200

7,873

Societe Generale Series A

28,913

684

Total SA

94,200

4,522

TOTAL FRANCE

78,446

Germany - 9.2%

adidas AG

90,200

7,523

Allianz AG

32,906

3,667

Bayer AG (d)

55,340

3,898

Bayerische Motoren Werke AG (BMW)

14,586

1,387

Beiersdorf AG (d)

94,400

6,623

Commerzbank AG (a)

235,000

509

Deutsche Bank AG

57,900

2,514

Deutsche Boerse AG

58,469

3,671

Deutsche Post AG

118,681

2,215

Hugo Boss AG (d)

35,400

3,946

K&S AG

23,400

1,170

Linde AG (d)

13,429

2,299

Munich Re Group (d)

11,355

1,648

Puma AG (d)

25,123

8,813

SAP AG

118,467

7,857

SAP AG sponsored ADR (d)

19,900

1,319

Tom Tailor Holding AG

28,200

525

TOTAL GERMANY

59,584

Hong Kong - 1.5%

AIA Group Ltd.

780,200

2,775

Cheung Kong Holdings Ltd.

74,000

984

Henderson Land Development Co. Ltd.

308,334

1,757

Hutchison Whampoa Ltd.

138,000

1,328

Television Broadcasts Ltd.

370,000

2,718

TOTAL HONG KONG

9,562

Ireland - 2.6%

CRH PLC

202,298

4,105

Kingspan Group PLC (United Kingdom)

245,200

2,555

Paddy Power PLC (Ireland)

159,000

10,377

TOTAL IRELAND

17,037

Israel - 0.1%

Israel Chemicals Ltd.

64,100

735

Common Stocks - continued

Shares

Value (000s)

Italy - 1.8%

Assicurazioni Generali SpA

71,400

$ 973

Brunello Cucinelli SpA

4,900

78

ENI SpA

96,700

2,149

ENI SpA sponsored ADR

22,300

994

Intesa Sanpaolo SpA

390,752

591

Saipem SpA

97,161

4,800

Tod's SpA

10,497

1,209

UniCredit SpA

169,187

673

TOTAL ITALY

11,467

Japan - 13.8%

Aozora Bank Ltd.

583,000

1,495

Calbee, Inc.

26,800

1,622

Canon, Inc.

90,500

4,102

CyberAgent, Inc.

371

1,143

Dai-ichi Mutual Life Insurance Co.

866

1,084

DeNA Co. Ltd.

37,700

1,183

Denso Corp.

33,000

1,067

Fanuc Corp.

18,600

3,137

Fuji Media Holdings, Inc.

733

1,237

GREE, Inc. (d)

53,600

1,450

Honda Motor Co. Ltd.

133,300

4,798

Japan Tobacco, Inc.

290

1,607

Kakaku.com, Inc.

50,400

1,567

Keyence Corp.

15,400

3,635

Mitsubishi Corp.

152,100

3,297

Mitsubishi Estate Co. Ltd.

75,000

1,326

Mitsubishi UFJ Financial Group, Inc.

1,320,700

6,342

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

179,900

856

Mitsui & Co. Ltd.

235,000

3,670

MS&AD Insurance Group Holdings, Inc.

79,900

1,473

NKSJ Holdings, Inc.

45,000

926

Nomura Holdings, Inc.

204,200

837

ORIX Corp.

28,330

2,709

Rakuten, Inc.

13,862

15,461

SOFTBANK CORP.

222,400

6,638

Start Today Co. Ltd. (d)

87,500

1,347

Sumitomo Mitsui Financial Group, Inc.

138,000

4,416

Tokio Marine Holdings, Inc.

71,800

1,837

Tokyo Electron Ltd.

18,900

1,047

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Toyota Motor Corp.

156,500

$ 6,413

Yahoo! Japan Corp.

5,164

1,550

TOTAL JAPAN

89,272

Korea (South) - 0.6%

Samsung Electronics Co. Ltd.

3,087

3,797

Luxembourg - 0.2%

ArcelorMittal SA Class A unit (d)

54,200

939

Netherlands - 1.9%

AEGON NV

109,900

511

ASML Holding NV

24,100

1,229

Gemalto NV

23,756

1,770

ING Groep NV:

(Certificaten Van Aandelen) (a)

173,010

1,221

sponsored ADR (a)

59,300

419

Koninklijke Philips Electronics NV

202,806

4,036

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

81,000

1,619

Yandex NV

50,800

1,205

TOTAL NETHERLANDS

12,010

Nigeria - 0.2%

Guinness Nigeria PLC

303,661

457

Nigerian Breweries PLC

1,015,224

710

TOTAL NIGERIA

1,167

Norway - 1.4%

Aker Solutions ASA

151,300

2,571

DnB NOR ASA

117,400

1,266

Schibsted ASA (B Shares)

89,500

3,414

StatoilHydro ASA

12,300

330

StatoilHydro ASA sponsored ADR (d)

55,700

1,499

TOTAL NORWAY

9,080

Singapore - 0.3%

United Overseas Bank Ltd.

101,627

1,581

South Africa - 0.3%

City Lodge Hotels Ltd.

32,800

358

Life Healthcare Group Holdings Ltd.

386,000

1,334

TOTAL SOUTH AFRICA

1,692

Common Stocks - continued

Shares

Value (000s)

Spain - 0.7%

Banco Bilbao Vizcaya Argentaria SA

250,247

$ 1,694

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

250,228

36

Banco Santander SA (Spain)

454,869

2,856

TOTAL SPAIN

4,586

Sweden - 1.1%

Nordea Bank AB

166,600

1,477

Swedbank AB (A Shares)

51,612

855

Swedish Match Co. AB

120,200

4,886

TOTAL SWEDEN

7,218

Switzerland - 8.7%

Adecco SA (Reg.)

86,391

4,207

Compagnie Financiere Richemont SA Series A

196,788

12,164

Credit Suisse Group

50,181

1,200

Credit Suisse Group sponsored ADR

22,400

522

Nestle SA

103,740

6,356

Roche Holding AG (participation certificate)

33,354

6,093

Sika AG (Bearer)

1,180

2,500

Swatch Group AG (Bearer)

22,610

10,429

Swiss Re Ltd.

21,960

1,377

Syngenta AG (Switzerland)

16,570

5,811

Transocean Ltd. (Switzerland)

18,000

898

UBS AG

170,978

2,135

UBS AG (NY Shares)

55,777

690

Zurich Financial Services AG

8,097

1,981

TOTAL SWITZERLAND

56,363

United Kingdom - 19.9%

Anglo American PLC:

ADR

58,346

1,125

(United Kingdom)

137,059

5,268

ARM Holdings PLC

101,900

862

Aviva PLC

184,200

922

Barclays PLC

1,119,232

3,963

BG Group PLC

344,618

8,113

BHP Billiton PLC

192,986

6,213

BP PLC sponsored ADR

133,066

5,776

Centrica PLC

323,400

1,611

Diageo PLC

432,597

10,913

Hays PLC

2,918,800

4,231

HSBC Holdings PLC sponsored ADR

251,333

11,353

Imperial Tobacco Group PLC

275,806

11,030

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Intertek Group PLC

85,300

$ 3,482

Johnson Matthey PLC

77,754

2,920

Legal & General Group PLC

527,691

1,007

Lloyds Banking Group PLC (a)

1,948,499

978

M&C Saatchi

887,505

2,175

Prudential PLC

125,264

1,535

Reckitt Benckiser Group PLC

120,800

7,033

Rio Tinto PLC

125,232

7,021

Rio Tinto PLC sponsored ADR (d)

21,700

1,217

Rolls-Royce Group PLC

164,274

2,196

Royal Bank of Scotland Group PLC (a)

1,200,800

474

Royal Dutch Shell PLC:

Class A (United Kingdom)

933

33

Class B

197,675

7,235

Standard Chartered PLC (United Kingdom)

131,807

3,222

Sthree PLC

190,600

1,072

Vodafone Group PLC

2,128,969

5,894

William Hill PLC

866,100

3,956

Xstrata PLC

304,200

5,814

TOTAL UNITED KINGDOM

128,644

United States of America - 3.5%

Apple, Inc. (a)

11,100

6,485

Deckers Outdoor Corp. (a)(d)

42,600

2,173

Dunkin' Brands Group, Inc.

59,700

1,932

Google, Inc. Class A (a)

9,800

5,931

Life Technologies Corp. (a)

20,300

941

Monsanto Co.

12,800

975

Visa, Inc. Class A

31,500

3,874

TOTAL UNITED STATES OF AMERICA

22,311

TOTAL COMMON STOCKS

(Cost $595,907)


618,735

Nonconvertible Preferred Stocks - 2.2%

 

 

 

 

Germany - 2.2%

Volkswagen AG

74,000

14,018

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

17,413,044

28

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $10,170)


14,046

Money Market Funds - 9.0%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.14% (b)

11,104,475

$ 11,104

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

47,103,995

47,104

TOTAL MONEY MARKET FUNDS

(Cost $58,208)


58,208

TOTAL INVESTMENT PORTFOLIO - 107.0%

(Cost $664,285)

690,989

NET OTHER ASSETS (LIABILITIES) - (7.0)%

(44,938)

NET ASSETS - 100%

$ 646,051

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $182,000 or 0.0% of net assets.

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

Fidelity Securities Lending Cash Central Fund

147

Total

$ 150

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table 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:

Consumer Discretionary

$ 164,364

$ 129,550

$ 34,814

$ -

Consumer Staples

74,033

59,891

14,142

-

Energy

41,673

24,651

17,022

-

Financials

98,205

56,957

41,248

-

Health Care

40,962

34,165

6,797

-

Industrials

46,650

32,510

14,140

-

Information Technology

80,255

57,002

23,253

-

Materials

68,303

37,296

31,007

-

Telecommunication Services

14,849

2,317

12,532

-

Utilities

3,487

3,487

-

-

Money Market Funds

58,208

58,208

-

-

Total Investments in Securities:

$ 690,989

$ 496,034

$ 194,955

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $44,580) - See accompanying schedule:

Unaffiliated issuers (cost $606,077)

$ 632,781

 

Fidelity Central Funds (cost $58,208)

58,208

 

Total Investments (cost $664,285)

 

$ 690,989

Cash

 

23

Foreign currency held at value (cost $91)

91

Receivable for investments sold

950

Receivable for fund shares sold

222

Dividends receivable

2,580

Distributions receivable from Fidelity Central Funds

69

Prepaid expenses

1

Other receivables

106

Total assets

695,031

 

 

 

Liabilities

Payable for investments purchased

$ 593

Payable for fund shares redeemed

467

Accrued management fee

443

Distribution and service plan fees payable

153

Other affiliated payables

152

Other payables and accrued expenses

68

Collateral on securities loaned, at value

47,104

Total liabilities

48,980

 

 

 

Net Assets

$ 646,051

Net Assets consist of:

 

Paid in capital

$ 755,911

Undistributed net investment income

3,421

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

(140,004)

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

26,723

Net Assets

$ 646,051

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($62,826 ÷ 3,727.6 shares)

$ 16.85

 

 

 

Maximum offering price per share (100/94.25 of $16.85)

$ 17.88

Class T:
Net Asset Value
and redemption price per share ($295,518 ÷ 17,103.5 shares)

$ 17.28

 

 

 

Maximum offering price per share (100/96.50 of $17.28)

$ 17.91

Class B:
Net Asset Value
and offering price per share ($3,576 ÷ 217.9 shares)A

$ 16.41

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,351 ÷ 1,046.3 shares)A

$ 16.58

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($266,780 ÷ 15,529.9 shares)

$ 17.18

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 8,222

Income from Fidelity Central Funds

 

150

Income before foreign taxes withheld

 

8,372

Less foreign taxes withheld

 

(522)

Total income

 

7,850

 

 

 

Expenses

Management fee
Basic fee

$ 2,325

Performance adjustment

(322)

Transfer agent fees

752

Distribution and service plan fees

906

Accounting and security lending fees

164

Custodian fees and expenses

60

Independent trustees' compensation

2

Registration fees

51

Audit

38

Legal

2

Interest

-

Miscellaneous

4

Total expenses before reductions

3,982

Expense reductions

(68)

3,914

Net investment income (loss)

3,936

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(19,457)

Foreign currency transactions

(24)

Total net realized gain (loss)

 

(19,481)

Change in net unrealized appreciation (depreciation) on:

Investment securities

51,387

Assets and liabilities in foreign currencies

(39)

Total change in net unrealized appreciation (depreciation)

 

51,348

Net gain (loss)

31,867

Net increase (decrease) in net assets resulting from operations

$ 35,803

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

Semiannual Report

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,936

$ 10,269

Net realized gain (loss)

(19,481)

139,082

Change in net unrealized appreciation (depreciation)

51,348

(202,787)

Net increase (decrease) in net assets resulting
from operations

35,803

(53,436)

Distributions to shareholders from net investment income

(10,172)

(12,982)

Distributions to shareholders from net realized gain

-

(2,756)

Total distributions

(10,172)

(15,738)

Share transactions - net increase (decrease)

(115,233)

(342,819)

Redemption fees

8

20

Total increase (decrease) in net assets

(89,594)

(411,973)

 

 

 

Net Assets

Beginning of period

735,645

1,147,618

End of period (including undistributed net investment income of $3,421 and undistributed net investment income of $9,657, respectively)

$ 646,051

$ 735,645

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.13

$ 17.77

$ 15.68

$ 13.56

$ 26.85

$ 21.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .09

  .16

  .17

  .24

  .38

  .31

Net realized and unrealized gain (loss)

  .87

  (1.54)

  2.16

  2.12

  (11.56)

  6.16

Total from investment operations

  .96

  (1.38)

  2.33

  2.36

  (11.18)

  6.47

Distributions from net investment income

  (.24)

  (.21)

  (.21)

  (.24)

  (.33)

  (.23)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.24)

  (.26)

  (.24)

  (.24)

  (2.11)

  (1.29)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.85

$ 16.13

$ 17.77

$ 15.68

$ 13.56

$ 26.85

Total Return B, C, D

  6.08%

  (7.95)%

  14.99%

  17.97%

  (45.08)%

  31.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.26% A

  1.34%

  1.36%

  1.36%

  1.35%

  1.17%

Expenses net of fee waivers, if any

  1.26% A

  1.34%

  1.36%

  1.36%

  1.35%

  1.17%

Expenses net of all reductions

  1.24% A

  1.32%

  1.33%

  1.33%

  1.32%

  1.13%

Net investment income (loss)

  1.15% A

  .90%

  1.04%

  1.79%

  1.83%

  1.34%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 63

$ 60

$ 70

$ 72

$ 73

$ 147

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.50

$ 18.18

$ 16.03

$ 13.84

$ 27.35

$ 22.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .08

  .13

  .14

  .22

  .36

  .28

Net realized and unrealized gain (loss)

  .90

  (1.59)

  2.23

  2.17

  (11.82)

  6.27

Total from investment operations

  .98

  (1.46)

  2.37

  2.39

  (11.46)

  6.55

Distributions from net investment income

  (.20)

  (.17)

  (.19)

  (.20)

  (.27)

  (.19)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.20)

  (.22)

  (.22)

  (.20)

  (2.05)

  (1.25)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.28

$ 16.50

$ 18.18

$ 16.03

$ 13.84

$ 27.35

Total Return B, C, D

  6.05%

  (8.17)%

  14.88%

  17.70%

  (45.18)%

  31.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.44% A

  1.52%

  1.53%

  1.57%

  1.51%

  1.33%

Expenses net of fee waivers, if any

  1.44% A

  1.51%

  1.53%

  1.57%

  1.51%

  1.33%

Expenses net of all reductions

  1.42% A

  1.49%

  1.50%

  1.54%

  1.48%

  1.30%

Net investment income (loss)

  .97% A

  .73%

  .86%

  1.58%

  1.67%

  1.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 296

$ 305

$ 371

$ 367

$ 345

$ 710

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.58

$ 17.18

$ 15.16

$ 13.02

$ 25.79

$ 20.81

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .03

  .03

  .04

  .13

  .22

  .12

Net realized and unrealized gain (loss)

  .86

  (1.51)

  2.10

  2.08

  (11.14)

  5.94

Total from investment operations

  .89

  (1.48)

  2.14

  2.21

  (10.92)

  6.06

Distributions from net investment income

  (.06)

  (.08)

  (.09)

  (.07)

  (.07)

  (.02)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.06)

  (.12) J

  (.12)

  (.07)

  (1.85)

  (1.08)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.41

$ 15.58

$ 17.18

$ 15.16

$ 13.02

$ 25.79

Total Return B, C, D

  5.75%

  (8.67)%

  14.15%

  17.09%

  (45.50)%

  30.45%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.01% A

  2.10%

  2.11%

  2.12%

  2.10%

  1.94%

Expenses net of fee waivers, if any

  2.01% A

  2.09%

  2.11%

  2.12%

  2.10%

  1.94%

Expenses net of all reductions

  1.99% A

  2.07%

  2.09%

  2.08%

  2.08%

  1.91%

Net investment income (loss)

  .40% A

  .15%

  .28%

  1.04%

  1.07%

  .56%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 4

$ 4

$ 7

$ 8

$ 10

$ 27

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.12 per share is comprised of distributions from net investment income of $.079 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.78

$ 17.39

$ 15.36

$ 13.22

$ 26.22

$ 21.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .03

  .03

  .05

  .14

  .22

  .14

Net realized and unrealized gain (loss)

  .87

  (1.52)

  2.12

  2.09

  (11.31)

  6.02

Total from investment operations

  .90

  (1.49)

  2.17

  2.23

  (11.09)

  6.16

Distributions from net investment income

  (.10)

  (.07)

  (.11)

  (.09)

  (.13)

  (.07)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.10)

  (.12)

  (.14)

  (.09)

  (1.91)

  (1.13)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.58

$ 15.78

$ 17.39

$ 15.36

$ 13.22

$ 26.22

Total Return B, C, D

  5.74%

  (8.67)%

  14.17%

  17.06%

  (45.50)%

  30.48%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.01% A

  2.09%

  2.10%

  2.11%

  2.09%

  1.91%

Expenses net of fee waivers, if any

  2.01% A

  2.09%

  2.10%

  2.11%

  2.09%

  1.91%

Expenses net of all reductions

  1.99% A

  2.07%

  2.08%

  2.08%

  2.07%

  1.87%

Net investment income (loss)

  .40% A

  .15%

  .29%

  1.05%

  1.08%

  .60%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 17

$ 19

$ 22

$ 23

$ 22

$ 46

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.45

$ 18.10

$ 15.95

$ 13.83

$ 27.35

$ 22.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .12

  .23

  .22

  .29

  .45

  .40

Net realized and unrealized gain (loss)

  .89

  (1.59)

  2.23

  2.14

  (11.78)

  6.26

Total from investment operations

  1.01

  (1.36)

  2.45

  2.43

  (11.33)

  6.66

Distributions from net investment income

  (.28)

  (.24)

  (.27)

  (.31)

  (.41)

  (.31)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.28)

  (.29)

  (.30)

  (.31)

  (2.19)

  (1.37)

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.18

$ 16.45

$ 18.10

$ 15.95

$ 13.83

$ 27.35

Total Return B, C

  6.34%

  (7.70)%

  15.49%

  18.32%

  (44.92)%

  31.88%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .91% A

  1.00%

  1.01%

  1.06%

  1.01%

  .84%

Expenses net of fee waivers, if any

  .91% A

  .99%

  1.01%

  1.06%

  1.01%

  .84%

Expenses net of all reductions

  .89% A

  .97%

  .98%

  1.02%

  .98%

  .81%

Net investment income (loss)

  1.50% A

  1.25%

  1.39%

  2.10%

  2.17%

  1.66%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 267

$ 349

$ 678

$ 727

$ 551

$ 609

Portfolio turnover rate F

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 100,380

Gross unrealized depreciation

(87,524)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,856

 

 

Tax cost

$ 678,133

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (104,924)

Total capital loss carryforward

$ (104,924)

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $83,221 and $202,252, 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 an annualized 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 annualized management fee rate, including the performance adjustment, was .61% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 75

$ 2

Class T

.25%

.25%

725

12

Class B

.75%

.25%

19

15

Class C

.75%

.25%

87

5

 

 

 

$ 906

$ 34

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class C, 1.00% 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

Class T

3

Class B*

3

Class C*

1

 

$ 10

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 90

.30

Class T

334

.23

Class B

6

.30

Class C

26

.30

Institutional Class

296

.21

 

$ 752

 

* Annualized

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 each 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. 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 one hundred thirty-six dollars 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 Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 9,917

.32%

$ -*

* Amount represents one hundred seventy-eight dollars.

7. Committed Line of Credit.

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

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $147. During the period, there were no securities loaned to FCM.

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 $68 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 862

$ 829

Class T

3,589

3,501

Class B

16

30

Class C

112

89

Institutional Class

5,593

8,533

Total

$ 10,172

$ 12,982

 

From net realized gain

 

 

Class A

$ -

$ 178

Class T

-

911

Class B

-

17

Class C

-

57

Institutional Class

-

1,593

Total

$ -

$ 2,756

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

401

644

$ 6,269

$ 11,749

Reinvestment of distributions

52

51

791

919

Shares redeemed

(424)

(937)

(6,710)

(16,834)

Net increase (decrease)

29

(242)

$ 350

$ (4,166)

Class T

 

 

 

 

Shares sold

1,555

3,310

$ 25,422

$ 61,021

Reinvestment of distributions

223

232

3,491

4,288

Shares redeemed

(3,127)

(5,489)

(50,717)

(101,187)

Net increase (decrease)

(1,349)

(1,947)

$ (21,804)

$ (35,878)

Class B

 

 

 

 

Shares sold

2

12

$ 27

$ 219

Reinvestment of distributions

1

2

14

41

Shares redeemed

(52)

(144)

(812)

(2,540)

Net increase (decrease)

(49)

(130)

$ (771)

$ (2,280)

Class C

 

 

 

 

Shares sold

51

165

$ 788

$ 2,956

Reinvestment of distributions

6

7

94

125

Shares redeemed

(199)

(271)

(3,110)

(4,750)

Net increase (decrease)

(142)

(99)

$ (2,228)

$ (1,669)

Institutional Class

 

 

 

 

Shares sold

1,433

2,965

$ 22,481

$ 53,805

Reinvestment of distributions

353

544

5,475

9,988

Shares redeemed

(7,440)

(19,770)

(118,736)

(362,619)

Net increase (decrease)

(5,654)

(16,261)

$ (90,780)

$ (298,826)

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.

At the end of the period, Strategic Advisers International II Fund was the owner of record of 16% of the total outstanding shares of the Fund.

Semiannual 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.

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

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-USAN-0612
1.784903.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Overseas
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011 to
April 30, 2012

Class A

1.26%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.80

$ 6.46

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.32

Class T

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.50

$ 7.38

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.22

Class B

2.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.50

$ 10.28

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.07

Class C

2.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.40

$ 10.28

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.07

Institutional Class

.91%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 4.67

HypotheticalA

 

$ 1,000.00

$ 1,020.34

$ 4.57

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

2.7

2.1

Rakuten, Inc. (Japan, Internet & Catalog Retail)

2.4

2.0

Volkswagen AG (Germany, Automobiles)

2.2

2.0

LVMH Moet Hennessy - Louis Vuitton SA (France, Textiles, Apparel & Luxury Goods)

2.1

1.8

Compagnie Financiere Richemont SA Series A (Switzerland, Textiles, Apparel & Luxury Goods)

1.9

1.5

 

11.3

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

25.4

23.5

Financials

15.1

17.6

Information Technology

12.3

10.9

Consumer Staples

11.6

6.5

Materials

10.8

12.1

Top Five Countries as of April 30, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

United Kingdom

19.9

18.5

Japan

13.8

15.6

France

12.1

12.6

Germany

11.4

11.6

Switzerland

8.7

7.6

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

Asset Allocation (% of fund's net assets)

As of April 30, 2012

As of October 31, 2011

ade15

Stocks 98.0%

 

ade15

Stocks 98.1%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 2.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 1.9%

 

ade175

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value (000s)

Australia - 2.6%

BHP Billiton Ltd.

211,768

$ 7,857

Fortescue Metals Group Ltd.

208,017

1,222

Macquarie Group Ltd.

52,488

1,597

Newcrest Mining Ltd.

108,586

2,975

Westfield Group unit

344,639

3,318

TOTAL AUSTRALIA

16,969

Bailiwick of Jersey - 0.6%

Wolseley PLC

19,500

742

WPP PLC

247,196

3,348

TOTAL BAILIWICK OF JERSEY

4,090

Belgium - 0.3%

Ageas (d)

410,900

748

Hamon & Compagnie International SA

60,300

1,289

TOTAL BELGIUM

2,037

Bermuda - 2.1%

Clear Media Ltd.

1,278,000

779

Li & Fung Ltd.

2,148,000

4,596

Oriental Watch Holdings Ltd.

7,164,000

3,001

Petra Diamonds Ltd. (a)

379,200

956

Signet Jewelers Ltd.

82,600

4,028

TOTAL BERMUDA

13,360

Brazil - 0.4%

Drogasil SA

47,700

514

Souza Cruz Industria e Comercio

149,900

2,335

TOTAL BRAZIL

2,849

British Virgin Islands - 0.9%

Gem Diamonds Ltd. (a)

261,700

1,100

Mail.ru Group Ltd.:

GDR (a)(e)

4,200

182

GDR (Reg. S) (a)

103,500

4,476

TOTAL BRITISH VIRGIN ISLANDS

5,758

Canada - 0.7%

Barrick Gold Corp.

18,200

736

Potash Corp. of Saskatchewan, Inc.

72,800

3,096

Yamana Gold, Inc.

60,500

888

TOTAL CANADA

4,720

Common Stocks - continued

Shares

Value (000s)

Cayman Islands - 5.4%

Baidu.com, Inc. sponsored ADR (a)

46,500

$ 6,171

Biostime International Holdings Ltd.

59,500

171

E-Commerce China Dangdang, Inc. ADR (a)(d)

38,000

304

Hengdeli Holdings Ltd.

25,890,000

10,378

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)

32,200

765

Natural Beauty Bio-Technology Ltd.

6,200,000

1,199

Noah Holdings Ltd. sponsored ADR

129,100

920

Perfect World Co. Ltd. sponsored ADR Class B

203,400

2,484

Renren, Inc. ADR (d)

15,000

92

Shenguan Holdings Group Ltd.

2,022,000

1,095

SINA Corp. (a)

8,800

515

Tencent Holdings Ltd.

309,800

9,735

YouKu.com, Inc. ADR (a)(d)

38,800

933

TOTAL CAYMAN ISLANDS

34,762

Denmark - 2.9%

Carlsberg A/S Series B

10,600

914

Danske Bank A/S (a)

51,111

830

Novo Nordisk A/S:

Series B

19,863

2,929

Series B sponsored ADR

95,400

14,026

TOTAL DENMARK

18,699

France - 12.1%

Alstom SA

156,484

5,589

Atos Origin SA

37,421

2,410

AXA SA

33,258

471

AXA SA sponsored ADR

62,300

883

Beneteau SA

86,400

936

BNP Paribas SA

60,122

2,416

Club Mediterranee SA (a)

53,000

1,016

Compagnie Generale de Geophysique SA (a)

96,000

2,753

Danone SA

128,222

9,022

Gameloft (a)

239,900

1,493

GDF Suez (d)

81,500

1,876

Iliad SA

18,000

2,317

Ingenico SA

55,137

2,901

Ipsos SA

57,360

1,862

Lafarge SA (Bearer)

34,900

1,361

LVMH Moet Hennessy - Louis Vuitton SA (d)

81,400

13,486

Pernod Ricard SA

72,700

7,546

PPR SA (d)

7,200

1,204

Common Stocks - continued

Shares

Value (000s)

France - continued

Safran SA

52,800

$ 1,957

Sanofi SA

50,634

3,868

Sanofi SA sponsored ADR

206,200

7,873

Societe Generale Series A

28,913

684

Total SA

94,200

4,522

TOTAL FRANCE

78,446

Germany - 9.2%

adidas AG

90,200

7,523

Allianz AG

32,906

3,667

Bayer AG (d)

55,340

3,898

Bayerische Motoren Werke AG (BMW)

14,586

1,387

Beiersdorf AG (d)

94,400

6,623

Commerzbank AG (a)

235,000

509

Deutsche Bank AG

57,900

2,514

Deutsche Boerse AG

58,469

3,671

Deutsche Post AG

118,681

2,215

Hugo Boss AG (d)

35,400

3,946

K&S AG

23,400

1,170

Linde AG (d)

13,429

2,299

Munich Re Group (d)

11,355

1,648

Puma AG (d)

25,123

8,813

SAP AG

118,467

7,857

SAP AG sponsored ADR (d)

19,900

1,319

Tom Tailor Holding AG

28,200

525

TOTAL GERMANY

59,584

Hong Kong - 1.5%

AIA Group Ltd.

780,200

2,775

Cheung Kong Holdings Ltd.

74,000

984

Henderson Land Development Co. Ltd.

308,334

1,757

Hutchison Whampoa Ltd.

138,000

1,328

Television Broadcasts Ltd.

370,000

2,718

TOTAL HONG KONG

9,562

Ireland - 2.6%

CRH PLC

202,298

4,105

Kingspan Group PLC (United Kingdom)

245,200

2,555

Paddy Power PLC (Ireland)

159,000

10,377

TOTAL IRELAND

17,037

Israel - 0.1%

Israel Chemicals Ltd.

64,100

735

Common Stocks - continued

Shares

Value (000s)

Italy - 1.8%

Assicurazioni Generali SpA

71,400

$ 973

Brunello Cucinelli SpA

4,900

78

ENI SpA

96,700

2,149

ENI SpA sponsored ADR

22,300

994

Intesa Sanpaolo SpA

390,752

591

Saipem SpA

97,161

4,800

Tod's SpA

10,497

1,209

UniCredit SpA

169,187

673

TOTAL ITALY

11,467

Japan - 13.8%

Aozora Bank Ltd.

583,000

1,495

Calbee, Inc.

26,800

1,622

Canon, Inc.

90,500

4,102

CyberAgent, Inc.

371

1,143

Dai-ichi Mutual Life Insurance Co.

866

1,084

DeNA Co. Ltd.

37,700

1,183

Denso Corp.

33,000

1,067

Fanuc Corp.

18,600

3,137

Fuji Media Holdings, Inc.

733

1,237

GREE, Inc. (d)

53,600

1,450

Honda Motor Co. Ltd.

133,300

4,798

Japan Tobacco, Inc.

290

1,607

Kakaku.com, Inc.

50,400

1,567

Keyence Corp.

15,400

3,635

Mitsubishi Corp.

152,100

3,297

Mitsubishi Estate Co. Ltd.

75,000

1,326

Mitsubishi UFJ Financial Group, Inc.

1,320,700

6,342

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

179,900

856

Mitsui & Co. Ltd.

235,000

3,670

MS&AD Insurance Group Holdings, Inc.

79,900

1,473

NKSJ Holdings, Inc.

45,000

926

Nomura Holdings, Inc.

204,200

837

ORIX Corp.

28,330

2,709

Rakuten, Inc.

13,862

15,461

SOFTBANK CORP.

222,400

6,638

Start Today Co. Ltd. (d)

87,500

1,347

Sumitomo Mitsui Financial Group, Inc.

138,000

4,416

Tokio Marine Holdings, Inc.

71,800

1,837

Tokyo Electron Ltd.

18,900

1,047

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Toyota Motor Corp.

156,500

$ 6,413

Yahoo! Japan Corp.

5,164

1,550

TOTAL JAPAN

89,272

Korea (South) - 0.6%

Samsung Electronics Co. Ltd.

3,087

3,797

Luxembourg - 0.2%

ArcelorMittal SA Class A unit (d)

54,200

939

Netherlands - 1.9%

AEGON NV

109,900

511

ASML Holding NV

24,100

1,229

Gemalto NV

23,756

1,770

ING Groep NV:

(Certificaten Van Aandelen) (a)

173,010

1,221

sponsored ADR (a)

59,300

419

Koninklijke Philips Electronics NV

202,806

4,036

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

81,000

1,619

Yandex NV

50,800

1,205

TOTAL NETHERLANDS

12,010

Nigeria - 0.2%

Guinness Nigeria PLC

303,661

457

Nigerian Breweries PLC

1,015,224

710

TOTAL NIGERIA

1,167

Norway - 1.4%

Aker Solutions ASA

151,300

2,571

DnB NOR ASA

117,400

1,266

Schibsted ASA (B Shares)

89,500

3,414

StatoilHydro ASA

12,300

330

StatoilHydro ASA sponsored ADR (d)

55,700

1,499

TOTAL NORWAY

9,080

Singapore - 0.3%

United Overseas Bank Ltd.

101,627

1,581

South Africa - 0.3%

City Lodge Hotels Ltd.

32,800

358

Life Healthcare Group Holdings Ltd.

386,000

1,334

TOTAL SOUTH AFRICA

1,692

Common Stocks - continued

Shares

Value (000s)

Spain - 0.7%

Banco Bilbao Vizcaya Argentaria SA

250,247

$ 1,694

Banco Bilbao Vizcaya Argentaria SA rights 4/30/12 (a)

250,228

36

Banco Santander SA (Spain)

454,869

2,856

TOTAL SPAIN

4,586

Sweden - 1.1%

Nordea Bank AB

166,600

1,477

Swedbank AB (A Shares)

51,612

855

Swedish Match Co. AB

120,200

4,886

TOTAL SWEDEN

7,218

Switzerland - 8.7%

Adecco SA (Reg.)

86,391

4,207

Compagnie Financiere Richemont SA Series A

196,788

12,164

Credit Suisse Group

50,181

1,200

Credit Suisse Group sponsored ADR

22,400

522

Nestle SA

103,740

6,356

Roche Holding AG (participation certificate)

33,354

6,093

Sika AG (Bearer)

1,180

2,500

Swatch Group AG (Bearer)

22,610

10,429

Swiss Re Ltd.

21,960

1,377

Syngenta AG (Switzerland)

16,570

5,811

Transocean Ltd. (Switzerland)

18,000

898

UBS AG

170,978

2,135

UBS AG (NY Shares)

55,777

690

Zurich Financial Services AG

8,097

1,981

TOTAL SWITZERLAND

56,363

United Kingdom - 19.9%

Anglo American PLC:

ADR

58,346

1,125

(United Kingdom)

137,059

5,268

ARM Holdings PLC

101,900

862

Aviva PLC

184,200

922

Barclays PLC

1,119,232

3,963

BG Group PLC

344,618

8,113

BHP Billiton PLC

192,986

6,213

BP PLC sponsored ADR

133,066

5,776

Centrica PLC

323,400

1,611

Diageo PLC

432,597

10,913

Hays PLC

2,918,800

4,231

HSBC Holdings PLC sponsored ADR

251,333

11,353

Imperial Tobacco Group PLC

275,806

11,030

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Intertek Group PLC

85,300

$ 3,482

Johnson Matthey PLC

77,754

2,920

Legal & General Group PLC

527,691

1,007

Lloyds Banking Group PLC (a)

1,948,499

978

M&C Saatchi

887,505

2,175

Prudential PLC

125,264

1,535

Reckitt Benckiser Group PLC

120,800

7,033

Rio Tinto PLC

125,232

7,021

Rio Tinto PLC sponsored ADR (d)

21,700

1,217

Rolls-Royce Group PLC

164,274

2,196

Royal Bank of Scotland Group PLC (a)

1,200,800

474

Royal Dutch Shell PLC:

Class A (United Kingdom)

933

33

Class B

197,675

7,235

Standard Chartered PLC (United Kingdom)

131,807

3,222

Sthree PLC

190,600

1,072

Vodafone Group PLC

2,128,969

5,894

William Hill PLC

866,100

3,956

Xstrata PLC

304,200

5,814

TOTAL UNITED KINGDOM

128,644

United States of America - 3.5%

Apple, Inc. (a)

11,100

6,485

Deckers Outdoor Corp. (a)(d)

42,600

2,173

Dunkin' Brands Group, Inc.

59,700

1,932

Google, Inc. Class A (a)

9,800

5,931

Life Technologies Corp. (a)

20,300

941

Monsanto Co.

12,800

975

Visa, Inc. Class A

31,500

3,874

TOTAL UNITED STATES OF AMERICA

22,311

TOTAL COMMON STOCKS

(Cost $595,907)


618,735

Nonconvertible Preferred Stocks - 2.2%

 

 

 

 

Germany - 2.2%

Volkswagen AG

74,000

14,018

United Kingdom - 0.0%

Rolls-Royce Group PLC Class C

17,413,044

28

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $10,170)


14,046

Money Market Funds - 9.0%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.14% (b)

11,104,475

$ 11,104

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

47,103,995

47,104

TOTAL MONEY MARKET FUNDS

(Cost $58,208)


58,208

TOTAL INVESTMENT PORTFOLIO - 107.0%

(Cost $664,285)

690,989

NET OTHER ASSETS (LIABILITIES) - (7.0)%

(44,938)

NET ASSETS - 100%

$ 646,051

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $182,000 or 0.0% of net assets.

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

Fidelity Securities Lending Cash Central Fund

147

Total

$ 150

Other Information

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

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table 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:

Consumer Discretionary

$ 164,364

$ 129,550

$ 34,814

$ -

Consumer Staples

74,033

59,891

14,142

-

Energy

41,673

24,651

17,022

-

Financials

98,205

56,957

41,248

-

Health Care

40,962

34,165

6,797

-

Industrials

46,650

32,510

14,140

-

Information Technology

80,255

57,002

23,253

-

Materials

68,303

37,296

31,007

-

Telecommunication Services

14,849

2,317

12,532

-

Utilities

3,487

3,487

-

-

Money Market Funds

58,208

58,208

-

-

Total Investments in Securities:

$ 690,989

$ 496,034

$ 194,955

$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $44,580) - See accompanying schedule:

Unaffiliated issuers (cost $606,077)

$ 632,781

 

Fidelity Central Funds (cost $58,208)

58,208

 

Total Investments (cost $664,285)

 

$ 690,989

Cash

 

23

Foreign currency held at value (cost $91)

91

Receivable for investments sold

950

Receivable for fund shares sold

222

Dividends receivable

2,580

Distributions receivable from Fidelity Central Funds

69

Prepaid expenses

1

Other receivables

106

Total assets

695,031

 

 

 

Liabilities

Payable for investments purchased

$ 593

Payable for fund shares redeemed

467

Accrued management fee

443

Distribution and service plan fees payable

153

Other affiliated payables

152

Other payables and accrued expenses

68

Collateral on securities loaned, at value

47,104

Total liabilities

48,980

 

 

 

Net Assets

$ 646,051

Net Assets consist of:

 

Paid in capital

$ 755,911

Undistributed net investment income

3,421

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

(140,004)

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

26,723

Net Assets

$ 646,051

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($62,826 ÷ 3,727.6 shares)

$ 16.85

 

 

 

Maximum offering price per share (100/94.25 of $16.85)

$ 17.88

Class T:
Net Asset Value
and redemption price per share ($295,518 ÷ 17,103.5 shares)

$ 17.28

 

 

 

Maximum offering price per share (100/96.50 of $17.28)

$ 17.91

Class B:
Net Asset Value
and offering price per share ($3,576 ÷ 217.9 shares)A

$ 16.41

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,351 ÷ 1,046.3 shares)A

$ 16.58

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($266,780 ÷ 15,529.9 shares)

$ 17.18

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 8,222

Income from Fidelity Central Funds

 

150

Income before foreign taxes withheld

 

8,372

Less foreign taxes withheld

 

(522)

Total income

 

7,850

 

 

 

Expenses

Management fee
Basic fee

$ 2,325

Performance adjustment

(322)

Transfer agent fees

752

Distribution and service plan fees

906

Accounting and security lending fees

164

Custodian fees and expenses

60

Independent trustees' compensation

2

Registration fees

51

Audit

38

Legal

2

Interest

-

Miscellaneous

4

Total expenses before reductions

3,982

Expense reductions

(68)

3,914

Net investment income (loss)

3,936

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(19,457)

Foreign currency transactions

(24)

Total net realized gain (loss)

 

(19,481)

Change in net unrealized appreciation (depreciation) on:

Investment securities

51,387

Assets and liabilities in foreign currencies

(39)

Total change in net unrealized appreciation (depreciation)

 

51,348

Net gain (loss)

31,867

Net increase (decrease) in net assets resulting from operations

$ 35,803

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

Semiannual Report

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,936

$ 10,269

Net realized gain (loss)

(19,481)

139,082

Change in net unrealized appreciation (depreciation)

51,348

(202,787)

Net increase (decrease) in net assets resulting
from operations

35,803

(53,436)

Distributions to shareholders from net investment income

(10,172)

(12,982)

Distributions to shareholders from net realized gain

-

(2,756)

Total distributions

(10,172)

(15,738)

Share transactions - net increase (decrease)

(115,233)

(342,819)

Redemption fees

8

20

Total increase (decrease) in net assets

(89,594)

(411,973)

 

 

 

Net Assets

Beginning of period

735,645

1,147,618

End of period (including undistributed net investment income of $3,421 and undistributed net investment income of $9,657, respectively)

$ 646,051

$ 735,645

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.13

$ 17.77

$ 15.68

$ 13.56

$ 26.85

$ 21.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .09

  .16

  .17

  .24

  .38

  .31

Net realized and unrealized gain (loss)

  .87

  (1.54)

  2.16

  2.12

  (11.56)

  6.16

Total from investment operations

  .96

  (1.38)

  2.33

  2.36

  (11.18)

  6.47

Distributions from net investment income

  (.24)

  (.21)

  (.21)

  (.24)

  (.33)

  (.23)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.24)

  (.26)

  (.24)

  (.24)

  (2.11)

  (1.29)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.85

$ 16.13

$ 17.77

$ 15.68

$ 13.56

$ 26.85

Total Return B, C, D

  6.08%

  (7.95)%

  14.99%

  17.97%

  (45.08)%

  31.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.26% A

  1.34%

  1.36%

  1.36%

  1.35%

  1.17%

Expenses net of fee waivers, if any

  1.26% A

  1.34%

  1.36%

  1.36%

  1.35%

  1.17%

Expenses net of all reductions

  1.24% A

  1.32%

  1.33%

  1.33%

  1.32%

  1.13%

Net investment income (loss)

  1.15% A

  .90%

  1.04%

  1.79%

  1.83%

  1.34%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 63

$ 60

$ 70

$ 72

$ 73

$ 147

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.50

$ 18.18

$ 16.03

$ 13.84

$ 27.35

$ 22.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .08

  .13

  .14

  .22

  .36

  .28

Net realized and unrealized gain (loss)

  .90

  (1.59)

  2.23

  2.17

  (11.82)

  6.27

Total from investment operations

  .98

  (1.46)

  2.37

  2.39

  (11.46)

  6.55

Distributions from net investment income

  (.20)

  (.17)

  (.19)

  (.20)

  (.27)

  (.19)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.20)

  (.22)

  (.22)

  (.20)

  (2.05)

  (1.25)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.28

$ 16.50

$ 18.18

$ 16.03

$ 13.84

$ 27.35

Total Return B, C, D

  6.05%

  (8.17)%

  14.88%

  17.70%

  (45.18)%

  31.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.44% A

  1.52%

  1.53%

  1.57%

  1.51%

  1.33%

Expenses net of fee waivers, if any

  1.44% A

  1.51%

  1.53%

  1.57%

  1.51%

  1.33%

Expenses net of all reductions

  1.42% A

  1.49%

  1.50%

  1.54%

  1.48%

  1.30%

Net investment income (loss)

  .97% A

  .73%

  .86%

  1.58%

  1.67%

  1.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 296

$ 305

$ 371

$ 367

$ 345

$ 710

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.58

$ 17.18

$ 15.16

$ 13.02

$ 25.79

$ 20.81

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .03

  .03

  .04

  .13

  .22

  .12

Net realized and unrealized gain (loss)

  .86

  (1.51)

  2.10

  2.08

  (11.14)

  5.94

Total from investment operations

  .89

  (1.48)

  2.14

  2.21

  (10.92)

  6.06

Distributions from net investment income

  (.06)

  (.08)

  (.09)

  (.07)

  (.07)

  (.02)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.06)

  (.12) J

  (.12)

  (.07)

  (1.85)

  (1.08)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.41

$ 15.58

$ 17.18

$ 15.16

$ 13.02

$ 25.79

Total Return B, C, D

  5.75%

  (8.67)%

  14.15%

  17.09%

  (45.50)%

  30.45%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.01% A

  2.10%

  2.11%

  2.12%

  2.10%

  1.94%

Expenses net of fee waivers, if any

  2.01% A

  2.09%

  2.11%

  2.12%

  2.10%

  1.94%

Expenses net of all reductions

  1.99% A

  2.07%

  2.09%

  2.08%

  2.08%

  1.91%

Net investment income (loss)

  .40% A

  .15%

  .28%

  1.04%

  1.07%

  .56%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 4

$ 4

$ 7

$ 8

$ 10

$ 27

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share. J Total distributions of $.12 per share is comprised of distributions from net investment income of $.079 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.78

$ 17.39

$ 15.36

$ 13.22

$ 26.22

$ 21.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .03

  .03

  .05

  .14

  .22

  .14

Net realized and unrealized gain (loss)

  .87

  (1.52)

  2.12

  2.09

  (11.31)

  6.02

Total from investment operations

  .90

  (1.49)

  2.17

  2.23

  (11.09)

  6.16

Distributions from net investment income

  (.10)

  (.07)

  (.11)

  (.09)

  (.13)

  (.07)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.10)

  (.12)

  (.14)

  (.09)

  (1.91)

  (1.13)

Redemption fees added to paid in capital E, I

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.58

$ 15.78

$ 17.39

$ 15.36

$ 13.22

$ 26.22

Total Return B, C, D

  5.74%

  (8.67)%

  14.17%

  17.06%

  (45.50)%

  30.48%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  2.01% A

  2.09%

  2.10%

  2.11%

  2.09%

  1.91%

Expenses net of fee waivers, if any

  2.01% A

  2.09%

  2.10%

  2.11%

  2.09%

  1.91%

Expenses net of all reductions

  1.99% A

  2.07%

  2.08%

  2.08%

  2.07%

  1.87%

Net investment income (loss)

  .40% A

  .15%

  .29%

  1.05%

  1.08%

  .60%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 17

$ 19

$ 22

$ 23

$ 22

$ 46

Portfolio turnover rate G

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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 reductions from 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. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 16.45

$ 18.10

$ 15.95

$ 13.83

$ 27.35

$ 22.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .12

  .23

  .22

  .29

  .45

  .40

Net realized and unrealized gain (loss)

  .89

  (1.59)

  2.23

  2.14

  (11.78)

  6.26

Total from investment operations

  1.01

  (1.36)

  2.45

  2.43

  (11.33)

  6.66

Distributions from net investment income

  (.28)

  (.24)

  (.27)

  (.31)

  (.41)

  (.31)

Distributions from net realized gain

  -

  (.05)

  (.03)

  -

  (1.78)

  (1.06)

Total distributions

  (.28)

  (.29)

  (.30)

  (.31)

  (2.19)

  (1.37)

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.18

$ 16.45

$ 18.10

$ 15.95

$ 13.83

$ 27.35

Total Return B, C

  6.34%

  (7.70)%

  15.49%

  18.32%

  (44.92)%

  31.88%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .91% A

  1.00%

  1.01%

  1.06%

  1.01%

  .84%

Expenses net of fee waivers, if any

  .91% A

  .99%

  1.01%

  1.06%

  1.01%

  .84%

Expenses net of all reductions

  .89% A

  .97%

  .98%

  1.02%

  .98%

  .81%

Net investment income (loss)

  1.50% A

  1.25%

  1.39%

  2.10%

  2.17%

  1.66%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 267

$ 349

$ 678

$ 727

$ 551

$ 609

Portfolio turnover rate F

  25% A

  44%

  53%

  83%

  79%

  66%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 reductions from 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

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 C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 may 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 invests 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 100,380

Gross unrealized depreciation

(87,524)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,856

 

 

Tax cost

$ 678,133

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (104,924)

Total capital loss carryforward

$ (104,924)

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $83,221 and $202,252, 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 an annualized 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 annualized management fee rate, including the performance adjustment, was .61% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 75

$ 2

Class T

.25%

.25%

725

12

Class B

.75%

.25%

19

15

Class C

.75%

.25%

87

5

 

 

 

$ 906

$ 34

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class C, 1.00% 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

Class T

3

Class B*

3

Class C*

1

 

$ 10

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 90

.30

Class T

334

.23

Class B

6

.30

Class C

26

.30

Institutional Class

296

.21

 

$ 752

 

* Annualized

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 each 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. 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 one hundred thirty-six dollars 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 Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 9,917

.32%

$ -*

* Amount represents one hundred seventy-eight dollars.

7. Committed Line of Credit.

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

8. Security Lending.

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

Semiannual Report

8. Security Lending - continued

Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $147. During the period, there were no securities loaned to FCM.

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 $68 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2012

Year ended
October 31,
2011

From net investment income

 

 

Class A

$ 862

$ 829

Class T

3,589

3,501

Class B

16

30

Class C

112

89

Institutional Class

5,593

8,533

Total

$ 10,172

$ 12,982

 

From net realized gain

 

 

Class A

$ -

$ 178

Class T

-

911

Class B

-

17

Class C

-

57

Institutional Class

-

1,593

Total

$ -

$ 2,756

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
April 30,
2012

Year ended
October 31,
2011

Six months ended
April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

401

644

$ 6,269

$ 11,749

Reinvestment of distributions

52

51

791

919

Shares redeemed

(424)

(937)

(6,710)

(16,834)

Net increase (decrease)

29

(242)

$ 350

$ (4,166)

Class T

 

 

 

 

Shares sold

1,555

3,310

$ 25,422

$ 61,021

Reinvestment of distributions

223

232

3,491

4,288

Shares redeemed

(3,127)

(5,489)

(50,717)

(101,187)

Net increase (decrease)

(1,349)

(1,947)

$ (21,804)

$ (35,878)

Class B

 

 

 

 

Shares sold

2

12

$ 27

$ 219

Reinvestment of distributions

1

2

14

41

Shares redeemed

(52)

(144)

(812)

(2,540)

Net increase (decrease)

(49)

(130)

$ (771)

$ (2,280)

Class C

 

 

 

 

Shares sold

51

165

$ 788

$ 2,956

Reinvestment of distributions

6

7

94

125

Shares redeemed

(199)

(271)

(3,110)

(4,750)

Net increase (decrease)

(142)

(99)

$ (2,228)

$ (1,669)

Institutional Class

 

 

 

 

Shares sold

1,433

2,965

$ 22,481

$ 53,805

Reinvestment of distributions

353

544

5,475

9,988

Shares redeemed

(7,440)

(19,770)

(118,736)

(362,619)

Net increase (decrease)

(5,654)

(16,261)

$ (90,780)

$ (298,826)

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.

At the end of the period, Strategic Advisers International II Fund was the owner of record of 16% of the total outstanding shares of the Fund.

Semiannual 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.

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

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-USAN-0612
1.784904.109

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Value Leaders
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011
to April 30, 2012

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.80

$ 6.49

HypotheticalA

 

$ 1,000.00

$ 1,018.65

$ 6.27

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.60

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,017.40

$ 7.52

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.20

$ 10.35

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.02

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.90

$ 10.36

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.02

Institutional Class

.98%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.80

$ 5.09

HypotheticalA

 

$ 1,000.00

$ 1,019.99

$ 4.92

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pfizer, Inc.

4.6

4.2

Citigroup, Inc.

3.6

4.7

Merck & Co., Inc.

3.4

3.3

Chevron Corp.

3.2

3.0

General Electric Co.

3.0

3.3

JCPenney Co., Inc.

3.0

2.2

Johnson & Johnson

2.8

3.8

Grupo Modelo SAB de CV Series C

2.6

5.0

Hewlett-Packard Co.

2.5

0.0

Wells Fargo & Co.

2.5

2.2

 

31.2

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.7

22.9

Health Care

15.9

14.8

Energy

11.5

11.4

Information Technology

11.4

11.0

Consumer Staples

9.5

11.8

Asset Allocation (% of fund's net assets)

As of April 30, 2012*

As of October 31, 2011**

ade15

Stocks 96.9%

 

ade15

Stocks 95.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 3.1%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 5.0%

 

* Foreign investments

11.4%

 

** Foreign investments

24.6%

 

ade186

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.9%

Shares

Value

CONSUMER DISCRETIONARY - 6.5%

Household Durables - 1.7%

Garmin Ltd.

10,199

$ 480,679

Media - 1.6%

Time Warner, Inc.

4,264

159,729

Washington Post Co. Class B (d)

766

289,678

 

449,407

Multiline Retail - 3.2%

JCPenney Co., Inc. (d)

23,562

849,646

Target Corp.

1,296

75,090

 

924,736

TOTAL CONSUMER DISCRETIONARY

1,854,822

CONSUMER STAPLES - 9.5%

Beverages - 2.6%

Grupo Modelo SAB de CV Series C

105,300

743,506

Food & Staples Retailing - 2.6%

CVS Caremark Corp.

1,610

71,838

Wal-Mart Stores, Inc.

6,350

374,079

Walgreen Co.

8,506

298,220

 

744,137

Food Products - 1.9%

Kraft Foods, Inc. Class A

13,614

542,790

Household Products - 2.4%

Procter & Gamble Co.

10,795

686,994

TOTAL CONSUMER STAPLES

2,717,427

ENERGY - 11.5%

Energy Equipment & Services - 1.1%

Cameron International Corp. (a)

6,151

315,239

Oil, Gas & Consumable Fuels - 10.4%

Alpha Natural Resources, Inc. (a)

9,300

150,009

Anadarko Petroleum Corp.

4,667

341,671

Apache Corp.

1,100

105,534

Chevron Corp.

8,415

896,702

Exxon Mobil Corp.

7,348

634,426

Marathon Petroleum Corp.

1,399

58,212

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Occidental Petroleum Corp.

5,680

$ 518,130

Williams Companies, Inc.

7,400

251,822

 

2,956,506

TOTAL ENERGY

3,271,745

FINANCIALS - 26.7%

Capital Markets - 4.8%

Ameriprise Financial, Inc.

1,200

65,052

Bank of New York Mellon Corp.

8,600

203,390

E*TRADE Financial Corp. (a)

46,563

494,965

Goldman Sachs Group, Inc.

1,504

173,186

Lazard Ltd. Class A

2,303

63,356

Morgan Stanley

5,999

103,663

State Street Corp.

5,750

265,765

 

1,369,377

Commercial Banks - 8.3%

Aozora Bank Ltd.

200,000

512,989

Fifth Third Bancorp

15,705

223,482

KeyCorp

54,400

437,376

U.S. Bancorp

9,070

291,782

Wells Fargo & Co.

21,526

719,614

Zions Bancorporation

9,498

193,664

 

2,378,907

Consumer Finance - 0.7%

Capital One Financial Corp.

3,500

194,180

Diversified Financial Services - 6.8%

Bank of America Corp.

25,655

208,062

Citigroup, Inc.

30,946

1,022,456

JPMorgan Chase & Co.

16,225

697,351

 

1,927,869

Insurance - 5.0%

Allstate Corp.

2,400

79,992

Assurant, Inc.

2,300

92,782

Berkshire Hathaway, Inc. Class B (a)

2,289

184,150

MetLife, Inc.

6,088

219,351

RenaissanceRe Holdings Ltd.

2,019

157,603

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

4,636

$ 338,753

XL Group PLC Class A

16,939

364,358

 

1,436,989

Real Estate Investment Trusts - 0.6%

Weyerhaeuser Co.

9,100

185,276

Thrifts & Mortgage Finance - 0.5%

Radian Group, Inc. (d)

43,400

135,408

TOTAL FINANCIALS

7,628,006

HEALTH CARE - 15.9%

Biotechnology - 0.9%

Amgen, Inc.

3,700

263,107

Health Care Equipment & Supplies - 0.6%

CareFusion Corp. (a)

6,300

163,233

Health Care Providers & Services - 0.5%

Omnicare, Inc.

4,500

156,780

Pharmaceuticals - 13.9%

Eli Lilly & Co.

5,329

220,567

Johnson & Johnson

12,511

814,341

Merck & Co., Inc.

24,641

966,913

Pfizer, Inc.

57,301

1,313,910

Sanofi SA sponsored ADR (d)

17,125

653,833

 

3,969,564

TOTAL HEALTH CARE

4,552,684

INDUSTRIALS - 5.9%

Aerospace & Defense - 1.3%

Textron, Inc.

14,473

385,561

Construction & Engineering - 0.6%

Jacobs Engineering Group, Inc. (a)

3,600

157,788

Industrial Conglomerates - 3.0%

General Electric Co.

43,546

852,631

Machinery - 1.0%

Fiat Industrial SpA

24,671

279,892

TOTAL INDUSTRIALS

1,675,872

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 11.4%

Communications Equipment - 3.6%

Cisco Systems, Inc.

23,022

$ 463,893

Comverse Technology, Inc. (a)

89,300

575,985

 

1,039,878

Computers & Peripherals - 2.5%

Hewlett-Packard Co.

29,099

720,491

Electronic Equipment & Components - 1.6%

Corning, Inc.

31,804

456,387

Office Electronics - 1.1%

Xerox Corp.

38,297

297,951

Semiconductors & Semiconductor Equipment - 2.1%

Advanced Micro Devices, Inc. (a)

79,490

585,046

Software - 0.5%

Microsoft Corp.

4,710

150,814

TOTAL INFORMATION TECHNOLOGY

3,250,567

MATERIALS - 1.3%

Metals & Mining - 1.3%

Newmont Mining Corp.

8,084

385,203

TELECOMMUNICATION SERVICES - 2.9%

Diversified Telecommunication Services - 2.9%

AT&T, Inc.

10,950

360,365

CenturyLink, Inc.

2,745

105,847

Verizon Communications, Inc.

9,085

366,852

 

833,064

UTILITIES - 5.3%

Electric Utilities - 4.4%

Edison International

900

39,609

Exelon Corp.

11,433

446,001

FirstEnergy Corp.

8,034

376,152

NextEra Energy, Inc.

6,196

398,713

 

1,260,475

Multi-Utilities - 0.9%

Sempra Energy

3,700

239,538

TOTAL UTILITIES

1,500,013

TOTAL COMMON STOCKS

(Cost $27,819,221)


27,669,403

U.S. Treasury Obligations - 0.2%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.08% 7/5/12
(Cost $49,993)

$ 50,000

$ 49,993

Money Market Funds - 9.1%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

762,577

762,577

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

1,833,744

1,833,744

TOTAL MONEY MARKET FUNDS

(Cost $2,596,321)


2,596,321

TOTAL INVESTMENT PORTFOLIO - 106.2%

(Cost $30,465,535)

30,315,717

NET OTHER ASSETS (LIABILITIES) - (6.2)%

(1,774,218)

NET ASSETS - 100%

$ 28,541,499

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 867

Fidelity Securities Lending Cash Central Fund

4,759

Total

$ 5,626

Other Information

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 1,854,822

$ 1,854,822

$ -

$ -

Consumer Staples

2,717,427

2,717,427

-

-

Energy

3,271,745

3,271,745

-

-

Financials

7,628,006

7,115,017

512,989

-

Health Care

4,552,684

4,552,684

-

-

Industrials

1,675,872

1,675,872

-

-

Information Technology

3,250,567

3,250,567

-

-

Materials

385,203

385,203

-

-

Telecommunication Services

833,064

833,064

-

-

Utilities

1,500,013

1,500,013

-

-

U.S. Government and Government Agency Obligations

49,993

-

49,993

-

Money Market Funds

2,596,321

2,596,321

-

-

Total Investments in Securities:

$ 30,315,717

$ 29,752,735

$ 562,982

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

88.6%

Mexico

2.6%

France

2.3%

Japan

1.8%

Switzerland

1.7%

Ireland

1.3%

Italy

1.0%

Others (Individually Less Than 1%)

0.7%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,750,324) - See accompanying schedule:

Unaffiliated issuers (cost $27,869,214)

$ 27,719,396

 

Fidelity Central Funds (cost $2,596,321)

2,596,321

 

Total Investments (cost $30,465,535)

 

$ 30,315,717

Cash

 

3,485

Foreign currency held at value (cost $35,217)

35,217

Receivable for investments sold

550,409

Receivable for fund shares sold

17,977

Dividends receivable

42,832

Distributions receivable from Fidelity Central Funds

975

Prepaid expenses

23

Receivable from investment adviser for expense reductions

1,481

Other receivables

1,368

Total assets

30,969,484

 

 

 

Liabilities

Payable for investments purchased

$ 490,292

Payable for fund shares redeemed

50,181

Accrued management fee

5,532

Distribution and service plan fees payable

10,438

Other affiliated payables

8,291

Other payables and accrued expenses

29,507

Collateral on securities loaned, at value

1,833,744

Total liabilities

2,427,985

 

 

 

Net Assets

$ 28,541,499

Net Assets consist of:

 

Paid in capital

$ 64,370,339

Undistributed net investment income

68,724

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

(35,748,742)

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

(148,822)

Net Assets

$ 28,541,499

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($15,888,691 ÷ 1,486,777 shares)

$ 10.69

 

 

 

Maximum offering price per share (100/94.25 of $10.69)

$ 11.34

Class T:
Net Asset Value
and redemption price per share ($7,619,087 ÷ 711,572 shares)

$ 10.71

 

 

 

Maximum offering price per share (100/96.50 of $10.71)

$ 11.10

Class B:
Net Asset Value
and offering price per share ($1,023,097 ÷ 96,387 shares)A

$ 10.61

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,671,326 ÷ 349,613 shares)A

$ 10.50

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($339,298 ÷ 31,588 shares)

$ 10.74

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 358,381

Interest

 

6

Income from Fidelity Central Funds

 

5,626

Total income

 

364,013

 

 

 

Expenses

Management fee
Basic fee

$ 79,617

Performance adjustment

(45,984)

Transfer agent fees

43,342

Distribution and service plan fees

62,781

Accounting and security lending fees

5,772

Custodian fees and expenses

10,411

Independent trustees' compensation

87

Registration fees

26,557

Audit

27,276

Legal

122

Miscellaneous

126

Total expenses before reductions

210,107

Expense reductions

(6,114)

203,993

Net investment income (loss)

160,020

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(803,860)

Foreign currency transactions

(2,266)

Futures contracts

(6,741)

Total net realized gain (loss)

 

(812,867)

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,982,962

Assets and liabilities in foreign currencies

792

Total change in net unrealized appreciation (depreciation)

 

2,983,754

Net gain (loss)

2,170,887

Net increase (decrease) in net assets resulting from operations

$ 2,330,907

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 160,020

$ 290,432

Net realized gain (loss)

(812,867)

720,203

Change in net unrealized appreciation (depreciation)

2,983,754

(343,386)

Net increase (decrease) in net assets resulting
from operations

2,330,907

667,249

Distributions to shareholders from net investment income

(279,421)

(358,603)

Distributions to shareholders from net realized gain

(11,550)

(41,497)

Total distributions

(290,971)

(400,100)

Share transactions - net increase (decrease)

(2,645,076)

(15,871,835)

Total increase (decrease) in net assets

(605,140)

(15,604,686)

 

 

 

Net Assets

Beginning of period

29,146,639

44,751,325

End of period (including undistributed net investment income of $68,724 and undistributed net investment income of $188,125, respectively)

$ 28,541,499

$ 29,146,639

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.96

$ 10.12

$ 9.30

$ 8.63

$ 16.40

$ 15.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .07

  .10

  .07H

  .09

  .16

  .13

Net realized and unrealized gain (loss)

  .78

  (.14)I

  .85

  .75

  (7.09)

  1.99

Total from investment operations

  .85

  (.04)

  .92

  .84

  (6.93)

  2.12

Distributions from net investment income

  (.12)

  (.11)

  (.09)

  (.17)

  (.12)

  (.09)

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.12)

  (.12)

  (.10)

  (.17)

  (.84)L

  (.80)

Net asset value, end of period

$ 10.69

$ 9.96

$ 10.12

$ 9.30

$ 8.63

$ 16.40

Total ReturnB,C,D

  8.68%

  (.40)%

  9.91%

  10.13%

  (44.43)%

  14.64%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  1.28%A

  1.24%

  1.22%

  1.25%

  1.26%

  1.28%

Expenses net of fee waivers, if any

  1.25%A

  1.24%

  1.22%

  1.25%

  1.25%

  1.25%

Expenses net of all
reductions

  1.24%A

  1.23%

  1.21%

  1.25%

  1.25%

  1.24%

Net investment income (loss)

  1.31%A

  .91%

  .75%H

  1.10%

  1.21%

  .85%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,889

$ 15,484

$ 25,431

$ 28,585

$ 34,864

$ 67,434

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .57%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.96

$ 10.08

$ 9.27

$ 8.58

$ 16.30

$ 14.99

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .05

  .07

  .05H

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  .79

  (.13)I

  .84

  .75

  (7.06)

  1.97

Total from investment operations

  .84

  (.06)

  .89

  .82

  (6.93)

  2.06

Distributions from net investment income

  (.09)

  (.05)

  (.07)

  (.13)

  (.07)

  (.04)

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.09)

  (.06)

  (.08)

  (.13)

  (.79)L

  (.75)

Net asset value, end of period

$ 10.71

$ 9.96

$ 10.08

$ 9.27

$ 8.58

$ 16.30

Total ReturnB,C,D

  8.56%

  (.64)%

  9.62%

  9.90%

  (44.57)%

  14.31%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  1.54%A

  1.49%

  1.45%

  1.50%

  1.49%

  1.53%

Expenses net of fee waivers, if any

  1.50%A

  1.49%

  1.45%

  1.50%

  1.49%

  1.50%

Expenses net of all
reductions

  1.49%A

  1.48%

  1.45%

  1.49%

  1.49%

  1.49%

Net investment income (loss)

  1.06%A

  .67%

  .52%H

  .85%

  .97%

  .60%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,619

$ 8,254

$ 12,735

$ 20,652

$ 22,720

$ 50,998

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .33%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.84

$ 9.99

$ 9.18

$ 8.47

$ 16.07

$ 14.81

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .03

  .02

  -H,K

  .03

  .06

  .01

Net realized and unrealized gain (loss)

  .78

  (.13)I

  .84

  .74

  (6.96)

  1.95

Total from investment operations

  .81

  (.11)

  .84

  .77

  (6.90)

  1.96

Distributions from net investment income

  (.03)

  (.03)

  (.02)

  (.06)

  -

  -

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.70)

  (.70)

Total distributions

  (.04)M

  (.04)

  (.03)

  (.06)

  (.70)L

  (.70)

Net asset value, end of period

$ 10.61

$ 9.84

$ 9.99

$ 9.18

$ 8.47

$ 16.07

Total ReturnB,C,D

  8.22%

  (1.14)%

  9.11%

  9.19%

  (44.80)%

  13.74%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  2.03%A

  1.99%

  1.97%

  2.00%

  2.03%

  2.10%

Expenses net of fee waivers, if any

  2.00%A

  1.99%

  1.97%

  2.00%

  2.00%

  2.00%

Expenses net of all
reductions

  1.99%A

  1.98%

  1.97%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  .56%A

  .16%

  (.01)%H

  .35%

  .45%

  .10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,023

$ 1,110

$ 1,605

$ 1,989

$ 2,615

$ 6,734

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

M Total distributions of $.035 per share is comprised of distributions from net investment income of $.031 and distributions from net realized gain of $.004 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.75

$ 9.92

$ 9.11

$ 8.44

$ 16.04

$ 14.80

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .03

  .02

  -I, L

  .03

  .06

  .02

Net realized and unrealized gain (loss)

  .77

  (.13)J

  .83

  .73

  (6.95)

  1.93

Total from investment operations

  .80

  (.11)

  .83

  .76

  (6.89)

  1.95

Distributions from net investment income

  (.05)

  (.05)

  (.02)

  (.09)

  -

  -

Distributions from net realized gain

  -L

  (.01)

  (.01)

  -

  (.71)

  (.71)

Total distributions

  (.05)

  (.06)

  (.02)N

  (.09)

  (.71)M

  (.71)

Net asset value, end of period

$ 10.50

$ 9.75

$ 9.92

$ 9.11

$ 8.44

$ 16.04

Total ReturnB,C,D

  8.29%

  (1.18)%

  9.12%

  9.28%

  (44.84)%

  13.69%

Ratios to Average Net AssetsF,K

 

 

 

 

 

Expenses before reductions

  2.03%A

  2.00%

  1.97%

  2.01%

  2.03%

  2.09%

Expenses net of fee waivers, if any

  2.00%A

  2.00%

  1.97%

  2.00%

  2.00%

  2.00%

Expenses net of all
reductions

  1.99%A

  1.98%

  1.97%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  .56%A

  .16%

  -%H,I

  .35%

  .45%

  .10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,671

$ 3,775

$ 4,139

$ 4,088

$ 5,358

$ 9,718

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Amount represents less than .01%.

I Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

K 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 reductions from 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.

L Amount represents less than $.01 per share.

M 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.

N Total distributions of $.02 per share is comprised of distributions from net investment income of $.015 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.04

$ 10.19

$ 9.35

$ 8.70

$ 16.51

$ 15.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .08

  .14

  .10G

  .11

  .20

  .17

Net realized and unrealized gain (loss)

  .78

  (.15)H

  .86

  .74

  (7.13)

  1.99

Total from investment operations

  .86

  (.01)

  .96

  .85

  (6.93)

  2.16

Distributions from net investment income

  (.16)

  (.13)

  (.11)

  (.20)

  (.15)

  (.11)

Distributions from net realized gain

  -J

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.16)

  (.14)

  (.12)

  (.20)

  (.88)K

  (.82)

Net asset value, end of period

$ 10.74

$ 10.04

$ 10.19

$ 9.35

$ 8.70

$ 16.51

Total ReturnB,C

  8.78%

  (.11)%

  10.28%

  10.26%

  (44.24)%

  14.89%

Ratios to Average Net AssetsE,I

 

 

 

 

 

Expenses before
reductions

  .98%A

  .89%

  .98%

  1.00%

  .98%

  1.00%

Expenses net of fee waivers, if any

  .98%A

  .89%

  .98%

  1.00%

  .98%

  1.00%

Expenses net of all
reductions

  .97%A

  .88%

  .97%

  1.00%

  .97%

  .99%

Net investment income (loss)

  1.58%A

  1.27%

  .99%G

  1.35%

  1.48%

  1.10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 339

$ 523

$ 841

$ 2,341

$ 2,021

$ 6,833

Portfolio turnover rateF

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .81%.

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

I 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 reductions from 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.

J Amount represents less than $.01 per share.

K 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. 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 includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

$ 1,944,368

Gross unrealized depreciation

(2,780,969)

Net unrealized appreciation (depreciation) on securities and other investments

$ (836,601)

 

 

Tax cost

$ 31,152,318

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (19,194,347)

2017

(14,819,668)

2019

(169,201)

Total capital loss carryforward

$ (34,183,216)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund primarily used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

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

 

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

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

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

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(6,741) related to its investment in futures contracts. This amounts is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,941,601 and $14,126,025, 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 .30% of the Fund's average net assets and an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .24% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

- %

.25%

$ 19,525

$ 272

Class T

.25%

.25%

19,162

173

Class B

.75%

.25%

5,295

3,986

Class C

.75%

.25%

18,799

1,599

 

 

 

$ 62,781

$ 6,030

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 1,222

Class T

898

Class B*

986

Class C*

203

 

$ 3,309

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 23,550

.30

Class T

11,897

.31

Class B

1,600

.30

Class C

5,744

.31

Institutional Class

551

.25

 

$ 43,342

 

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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 each 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 $622 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $43 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,759. During the period, there were no securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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

1.25%

$ 2,294

Class T

1.50%

1,502

Class B

2.00%

158

Class C

2.00%

682

 

 

$ 4,636

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,469 for the period. 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 $9.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2012

Year ended
October 31, 2011

From net investment income

 

 

Class A

$ 180,927

$ 274,577

Class T

68,454

50,441

Class B

3,401

4,151

Class C

18,732

18,471

Institutional Class

7,907

10,963

Total

$ 279,421

$ 358,603

From net realized gain

 

 

Class A

$ 6,239

$ 24,299

Class T

3,111

10,732

Class B

439

1,537

Class C

1,561

4,105

Institutional Class

200

824

Total

$ 11,550

$ 41,497

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

156,600

334,576

$ 1,572,737

$ 3,612,152

Reinvestment of distributions

18,760

28,074

179,532

288,043

Shares redeemed

(243,790)

(1,320,166)

(2,462,163)

(14,109,969)

Net increase (decrease)

(68,430)

(957,516)

$ (709,894)

$ (10,209,774)

Class T

 

 

 

 

Shares sold

31,580

157,819

$ 324,836

$ 1,706,564

Reinvestment of distributions

7,282

5,816

69,834

59,851

Shares redeemed

(156,094)

(597,712)

(1,568,922)

(6,300,709)

Net increase (decrease)

(117,232)

(434,077)

$ (1,174,252)

$ (4,534,294)

Class B

 

 

 

 

Shares sold

26

248

$ 248

$ 2,692

Reinvestment of distributions

355

507

3,383

5,175

Shares redeemed

(16,821)

(48,512)

(168,279)

(509,116)

Net increase (decrease)

(16,440)

(47,757)

$ (164,648)

$ (501,249)

Class C

 

 

 

 

Shares sold

23,625

69,631

$ 232,996

$ 733,867

Reinvestment of distributions

1,986

2,055

18,732

20,799

Shares redeemed

(63,124)

(101,679)

(635,197)

(1,050,311)

Net increase (decrease)

(37,513)

(29,993)

$ (383,469)

$ (295,645)

Institutional Class

 

 

 

 

Shares sold

6,597

74,917

$ 68,969

$ 747,771

Reinvestment of distributions

750

1,083

7,203

11,162

Shares redeemed

(27,908)

(106,405)

(288,985)

(1,089,806)

Net increase (decrease)

(20,561)

(30,405)

$ (212,813)

$ (330,873)

Semiannual Report

Notes to Financial Statements (Unaudited) - 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.

Semiannual 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.

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-USAN-0612
1.800655.108

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
Value Leaders
Fund - Institutional Class

Semiannual Report

April 30, 2012

(Fidelity Cover Art)

Contents

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.

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (November 1, 2011 to April 30, 2012).

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.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
November 1, 2011

Ending
Account Value
April 30, 2012

Expenses Paid
During Period
*
November 1, 2011
to April 30, 2012

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.80

$ 6.49

HypotheticalA

 

$ 1,000.00

$ 1,018.65

$ 6.27

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.60

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,017.40

$ 7.52

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.20

$ 10.35

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.02

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.90

$ 10.36

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.02

Institutional Class

.98%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.80

$ 5.09

HypotheticalA

 

$ 1,000.00

$ 1,019.99

$ 4.92

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 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pfizer, Inc.

4.6

4.2

Citigroup, Inc.

3.6

4.7

Merck & Co., Inc.

3.4

3.3

Chevron Corp.

3.2

3.0

General Electric Co.

3.0

3.3

JCPenney Co., Inc.

3.0

2.2

Johnson & Johnson

2.8

3.8

Grupo Modelo SAB de CV Series C

2.6

5.0

Hewlett-Packard Co.

2.5

0.0

Wells Fargo & Co.

2.5

2.2

 

31.2

Top Five Market Sectors as of April 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.7

22.9

Health Care

15.9

14.8

Energy

11.5

11.4

Information Technology

11.4

11.0

Consumer Staples

9.5

11.8

Asset Allocation (% of fund's net assets)

As of April 30, 2012*

As of October 31, 2011**

ade15

Stocks 96.9%

 

ade15

Stocks 95.0%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 3.1%

 

ade21

Short-Term
Investments and
Net Other Assets (Liabilities) 5.0%

 

* Foreign investments

11.4%

 

** Foreign investments

24.6%

 

ade197

Semiannual Report

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.9%

Shares

Value

CONSUMER DISCRETIONARY - 6.5%

Household Durables - 1.7%

Garmin Ltd.

10,199

$ 480,679

Media - 1.6%

Time Warner, Inc.

4,264

159,729

Washington Post Co. Class B (d)

766

289,678

 

449,407

Multiline Retail - 3.2%

JCPenney Co., Inc. (d)

23,562

849,646

Target Corp.

1,296

75,090

 

924,736

TOTAL CONSUMER DISCRETIONARY

1,854,822

CONSUMER STAPLES - 9.5%

Beverages - 2.6%

Grupo Modelo SAB de CV Series C

105,300

743,506

Food & Staples Retailing - 2.6%

CVS Caremark Corp.

1,610

71,838

Wal-Mart Stores, Inc.

6,350

374,079

Walgreen Co.

8,506

298,220

 

744,137

Food Products - 1.9%

Kraft Foods, Inc. Class A

13,614

542,790

Household Products - 2.4%

Procter & Gamble Co.

10,795

686,994

TOTAL CONSUMER STAPLES

2,717,427

ENERGY - 11.5%

Energy Equipment & Services - 1.1%

Cameron International Corp. (a)

6,151

315,239

Oil, Gas & Consumable Fuels - 10.4%

Alpha Natural Resources, Inc. (a)

9,300

150,009

Anadarko Petroleum Corp.

4,667

341,671

Apache Corp.

1,100

105,534

Chevron Corp.

8,415

896,702

Exxon Mobil Corp.

7,348

634,426

Marathon Petroleum Corp.

1,399

58,212

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Occidental Petroleum Corp.

5,680

$ 518,130

Williams Companies, Inc.

7,400

251,822

 

2,956,506

TOTAL ENERGY

3,271,745

FINANCIALS - 26.7%

Capital Markets - 4.8%

Ameriprise Financial, Inc.

1,200

65,052

Bank of New York Mellon Corp.

8,600

203,390

E*TRADE Financial Corp. (a)

46,563

494,965

Goldman Sachs Group, Inc.

1,504

173,186

Lazard Ltd. Class A

2,303

63,356

Morgan Stanley

5,999

103,663

State Street Corp.

5,750

265,765

 

1,369,377

Commercial Banks - 8.3%

Aozora Bank Ltd.

200,000

512,989

Fifth Third Bancorp

15,705

223,482

KeyCorp

54,400

437,376

U.S. Bancorp

9,070

291,782

Wells Fargo & Co.

21,526

719,614

Zions Bancorporation

9,498

193,664

 

2,378,907

Consumer Finance - 0.7%

Capital One Financial Corp.

3,500

194,180

Diversified Financial Services - 6.8%

Bank of America Corp.

25,655

208,062

Citigroup, Inc.

30,946

1,022,456

JPMorgan Chase & Co.

16,225

697,351

 

1,927,869

Insurance - 5.0%

Allstate Corp.

2,400

79,992

Assurant, Inc.

2,300

92,782

Berkshire Hathaway, Inc. Class B (a)

2,289

184,150

MetLife, Inc.

6,088

219,351

RenaissanceRe Holdings Ltd.

2,019

157,603

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

4,636

$ 338,753

XL Group PLC Class A

16,939

364,358

 

1,436,989

Real Estate Investment Trusts - 0.6%

Weyerhaeuser Co.

9,100

185,276

Thrifts & Mortgage Finance - 0.5%

Radian Group, Inc. (d)

43,400

135,408

TOTAL FINANCIALS

7,628,006

HEALTH CARE - 15.9%

Biotechnology - 0.9%

Amgen, Inc.

3,700

263,107

Health Care Equipment & Supplies - 0.6%

CareFusion Corp. (a)

6,300

163,233

Health Care Providers & Services - 0.5%

Omnicare, Inc.

4,500

156,780

Pharmaceuticals - 13.9%

Eli Lilly & Co.

5,329

220,567

Johnson & Johnson

12,511

814,341

Merck & Co., Inc.

24,641

966,913

Pfizer, Inc.

57,301

1,313,910

Sanofi SA sponsored ADR (d)

17,125

653,833

 

3,969,564

TOTAL HEALTH CARE

4,552,684

INDUSTRIALS - 5.9%

Aerospace & Defense - 1.3%

Textron, Inc.

14,473

385,561

Construction & Engineering - 0.6%

Jacobs Engineering Group, Inc. (a)

3,600

157,788

Industrial Conglomerates - 3.0%

General Electric Co.

43,546

852,631

Machinery - 1.0%

Fiat Industrial SpA

24,671

279,892

TOTAL INDUSTRIALS

1,675,872

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 11.4%

Communications Equipment - 3.6%

Cisco Systems, Inc.

23,022

$ 463,893

Comverse Technology, Inc. (a)

89,300

575,985

 

1,039,878

Computers & Peripherals - 2.5%

Hewlett-Packard Co.

29,099

720,491

Electronic Equipment & Components - 1.6%

Corning, Inc.

31,804

456,387

Office Electronics - 1.1%

Xerox Corp.

38,297

297,951

Semiconductors & Semiconductor Equipment - 2.1%

Advanced Micro Devices, Inc. (a)

79,490

585,046

Software - 0.5%

Microsoft Corp.

4,710

150,814

TOTAL INFORMATION TECHNOLOGY

3,250,567

MATERIALS - 1.3%

Metals & Mining - 1.3%

Newmont Mining Corp.

8,084

385,203

TELECOMMUNICATION SERVICES - 2.9%

Diversified Telecommunication Services - 2.9%

AT&T, Inc.

10,950

360,365

CenturyLink, Inc.

2,745

105,847

Verizon Communications, Inc.

9,085

366,852

 

833,064

UTILITIES - 5.3%

Electric Utilities - 4.4%

Edison International

900

39,609

Exelon Corp.

11,433

446,001

FirstEnergy Corp.

8,034

376,152

NextEra Energy, Inc.

6,196

398,713

 

1,260,475

Multi-Utilities - 0.9%

Sempra Energy

3,700

239,538

TOTAL UTILITIES

1,500,013

TOTAL COMMON STOCKS

(Cost $27,819,221)


27,669,403

U.S. Treasury Obligations - 0.2%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.08% 7/5/12
(Cost $49,993)

$ 50,000

$ 49,993

Money Market Funds - 9.1%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

762,577

762,577

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

1,833,744

1,833,744

TOTAL MONEY MARKET FUNDS

(Cost $2,596,321)


2,596,321

TOTAL INVESTMENT PORTFOLIO - 106.2%

(Cost $30,465,535)

30,315,717

NET OTHER ASSETS (LIABILITIES) - (6.2)%

(1,774,218)

NET ASSETS - 100%

$ 28,541,499

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

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

$ 867

Fidelity Securities Lending Cash Central Fund

4,759

Total

$ 5,626

Other Information

The following is a summary of the inputs used, as of April 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the 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

$ 1,854,822

$ 1,854,822

$ -

$ -

Consumer Staples

2,717,427

2,717,427

-

-

Energy

3,271,745

3,271,745

-

-

Financials

7,628,006

7,115,017

512,989

-

Health Care

4,552,684

4,552,684

-

-

Industrials

1,675,872

1,675,872

-

-

Information Technology

3,250,567

3,250,567

-

-

Materials

385,203

385,203

-

-

Telecommunication Services

833,064

833,064

-

-

Utilities

1,500,013

1,500,013

-

-

U.S. Government and Government Agency Obligations

49,993

-

49,993

-

Money Market Funds

2,596,321

2,596,321

-

-

Total Investments in Securities:

$ 30,315,717

$ 29,752,735

$ 562,982

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

88.6%

Mexico

2.6%

France

2.3%

Japan

1.8%

Switzerland

1.7%

Ireland

1.3%

Italy

1.0%

Others (Individually Less Than 1%)

0.7%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

April 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,750,324) - See accompanying schedule:

Unaffiliated issuers (cost $27,869,214)

$ 27,719,396

 

Fidelity Central Funds (cost $2,596,321)

2,596,321

 

Total Investments (cost $30,465,535)

 

$ 30,315,717

Cash

 

3,485

Foreign currency held at value (cost $35,217)

35,217

Receivable for investments sold

550,409

Receivable for fund shares sold

17,977

Dividends receivable

42,832

Distributions receivable from Fidelity Central Funds

975

Prepaid expenses

23

Receivable from investment adviser for expense reductions

1,481

Other receivables

1,368

Total assets

30,969,484

 

 

 

Liabilities

Payable for investments purchased

$ 490,292

Payable for fund shares redeemed

50,181

Accrued management fee

5,532

Distribution and service plan fees payable

10,438

Other affiliated payables

8,291

Other payables and accrued expenses

29,507

Collateral on securities loaned, at value

1,833,744

Total liabilities

2,427,985

 

 

 

Net Assets

$ 28,541,499

Net Assets consist of:

 

Paid in capital

$ 64,370,339

Undistributed net investment income

68,724

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

(35,748,742)

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

(148,822)

Net Assets

$ 28,541,499

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

Semiannual Report

Statement of Assets and Liabilities - continued

 

April 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($15,888,691 ÷ 1,486,777 shares)

$ 10.69

 

 

 

Maximum offering price per share (100/94.25 of $10.69)

$ 11.34

Class T:
Net Asset Value
and redemption price per share ($7,619,087 ÷ 711,572 shares)

$ 10.71

 

 

 

Maximum offering price per share (100/96.50 of $10.71)

$ 11.10

Class B:
Net Asset Value
and offering price per share ($1,023,097 ÷ 96,387 shares)A

$ 10.61

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,671,326 ÷ 349,613 shares)A

$ 10.50

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($339,298 ÷ 31,588 shares)

$ 10.74

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 358,381

Interest

 

6

Income from Fidelity Central Funds

 

5,626

Total income

 

364,013

 

 

 

Expenses

Management fee
Basic fee

$ 79,617

Performance adjustment

(45,984)

Transfer agent fees

43,342

Distribution and service plan fees

62,781

Accounting and security lending fees

5,772

Custodian fees and expenses

10,411

Independent trustees' compensation

87

Registration fees

26,557

Audit

27,276

Legal

122

Miscellaneous

126

Total expenses before reductions

210,107

Expense reductions

(6,114)

203,993

Net investment income (loss)

160,020

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(803,860)

Foreign currency transactions

(2,266)

Futures contracts

(6,741)

Total net realized gain (loss)

 

(812,867)

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,982,962

Assets and liabilities in foreign currencies

792

Total change in net unrealized appreciation (depreciation)

 

2,983,754

Net gain (loss)

2,170,887

Net increase (decrease) in net assets resulting from operations

$ 2,330,907

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

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended
April 30, 2012
(Unaudited)

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 160,020

$ 290,432

Net realized gain (loss)

(812,867)

720,203

Change in net unrealized appreciation (depreciation)

2,983,754

(343,386)

Net increase (decrease) in net assets resulting
from operations

2,330,907

667,249

Distributions to shareholders from net investment income

(279,421)

(358,603)

Distributions to shareholders from net realized gain

(11,550)

(41,497)

Total distributions

(290,971)

(400,100)

Share transactions - net increase (decrease)

(2,645,076)

(15,871,835)

Total increase (decrease) in net assets

(605,140)

(15,604,686)

 

 

 

Net Assets

Beginning of period

29,146,639

44,751,325

End of period (including undistributed net investment income of $68,724 and undistributed net investment income of $188,125, respectively)

$ 28,541,499

$ 29,146,639

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.96

$ 10.12

$ 9.30

$ 8.63

$ 16.40

$ 15.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .07

  .10

  .07H

  .09

  .16

  .13

Net realized and unrealized gain (loss)

  .78

  (.14)I

  .85

  .75

  (7.09)

  1.99

Total from investment operations

  .85

  (.04)

  .92

  .84

  (6.93)

  2.12

Distributions from net investment income

  (.12)

  (.11)

  (.09)

  (.17)

  (.12)

  (.09)

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.12)

  (.12)

  (.10)

  (.17)

  (.84)L

  (.80)

Net asset value, end of period

$ 10.69

$ 9.96

$ 10.12

$ 9.30

$ 8.63

$ 16.40

Total ReturnB,C,D

  8.68%

  (.40)%

  9.91%

  10.13%

  (44.43)%

  14.64%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  1.28%A

  1.24%

  1.22%

  1.25%

  1.26%

  1.28%

Expenses net of fee waivers, if any

  1.25%A

  1.24%

  1.22%

  1.25%

  1.25%

  1.25%

Expenses net of all
reductions

  1.24%A

  1.23%

  1.21%

  1.25%

  1.25%

  1.24%

Net investment income (loss)

  1.31%A

  .91%

  .75%H

  1.10%

  1.21%

  .85%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,889

$ 15,484

$ 25,431

$ 28,585

$ 34,864

$ 67,434

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .57%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.96

$ 10.08

$ 9.27

$ 8.58

$ 16.30

$ 14.99

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .05

  .07

  .05H

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  .79

  (.13)I

  .84

  .75

  (7.06)

  1.97

Total from investment operations

  .84

  (.06)

  .89

  .82

  (6.93)

  2.06

Distributions from net investment income

  (.09)

  (.05)

  (.07)

  (.13)

  (.07)

  (.04)

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.09)

  (.06)

  (.08)

  (.13)

  (.79)L

  (.75)

Net asset value, end of period

$ 10.71

$ 9.96

$ 10.08

$ 9.27

$ 8.58

$ 16.30

Total ReturnB,C,D

  8.56%

  (.64)%

  9.62%

  9.90%

  (44.57)%

  14.31%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  1.54%A

  1.49%

  1.45%

  1.50%

  1.49%

  1.53%

Expenses net of fee waivers, if any

  1.50%A

  1.49%

  1.45%

  1.50%

  1.49%

  1.50%

Expenses net of all
reductions

  1.49%A

  1.48%

  1.45%

  1.49%

  1.49%

  1.49%

Net investment income (loss)

  1.06%A

  .67%

  .52%H

  .85%

  .97%

  .60%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,619

$ 8,254

$ 12,735

$ 20,652

$ 22,720

$ 50,998

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .33%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

Semiannual Report

Financial Highlights - Class B

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.84

$ 9.99

$ 9.18

$ 8.47

$ 16.07

$ 14.81

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .03

  .02

  -H,K

  .03

  .06

  .01

Net realized and unrealized gain (loss)

  .78

  (.13)I

  .84

  .74

  (6.96)

  1.95

Total from investment operations

  .81

  (.11)

  .84

  .77

  (6.90)

  1.96

Distributions from net investment income

  (.03)

  (.03)

  (.02)

  (.06)

  -

  -

Distributions from net realized gain

  -K

  (.01)

  (.01)

  -

  (.70)

  (.70)

Total distributions

  (.04)M

  (.04)

  (.03)

  (.06)

  (.70)L

  (.70)

Net asset value, end of period

$ 10.61

$ 9.84

$ 9.99

$ 9.18

$ 8.47

$ 16.07

Total ReturnB,C,D

  8.22%

  (1.14)%

  9.11%

  9.19%

  (44.80)%

  13.74%

Ratios to Average Net AssetsF,J

 

 

 

 

 

Expenses before reductions

  2.03%A

  1.99%

  1.97%

  2.00%

  2.03%

  2.10%

Expenses net of fee waivers, if any

  2.00%A

  1.99%

  1.97%

  2.00%

  2.00%

  2.00%

Expenses net of all
reductions

  1.99%A

  1.98%

  1.97%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  .56%A

  .16%

  (.01)%H

  .35%

  .45%

  .10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,023

$ 1,110

$ 1,605

$ 1,989

$ 2,615

$ 6,734

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

J 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 reductions from 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.

K Amount represents less than $.01 per share.

L 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.

M Total distributions of $.035 per share is comprised of distributions from net investment income of $.031 and distributions from net realized gain of $.004 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.75

$ 9.92

$ 9.11

$ 8.44

$ 16.04

$ 14.80

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .03

  .02

  -I, L

  .03

  .06

  .02

Net realized and unrealized gain (loss)

  .77

  (.13)J

  .83

  .73

  (6.95)

  1.93

Total from investment operations

  .80

  (.11)

  .83

  .76

  (6.89)

  1.95

Distributions from net investment income

  (.05)

  (.05)

  (.02)

  (.09)

  -

  -

Distributions from net realized gain

  -L

  (.01)

  (.01)

  -

  (.71)

  (.71)

Total distributions

  (.05)

  (.06)

  (.02)N

  (.09)

  (.71)M

  (.71)

Net asset value, end of period

$ 10.50

$ 9.75

$ 9.92

$ 9.11

$ 8.44

$ 16.04

Total ReturnB,C,D

  8.29%

  (1.18)%

  9.12%

  9.28%

  (44.84)%

  13.69%

Ratios to Average Net AssetsF,K

 

 

 

 

 

Expenses before reductions

  2.03%A

  2.00%

  1.97%

  2.01%

  2.03%

  2.09%

Expenses net of fee waivers, if any

  2.00%A

  2.00%

  1.97%

  2.00%

  2.00%

  2.00%

Expenses net of all
reductions

  1.99%A

  1.98%

  1.97%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  .56%A

  .16%

  -%H,I

  .35%

  .45%

  .10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,671

$ 3,775

$ 4,139

$ 4,088

$ 5,358

$ 9,718

Portfolio turnover rateG

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Amount represents less than .01%.

I Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

K 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 reductions from 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.

L Amount represents less than $.01 per share.

M 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.

N Total distributions of $.02 per share is comprised of distributions from net investment income of $.015 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
April 30, 2012

Years ended October 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.04

$ 10.19

$ 9.35

$ 8.70

$ 16.51

$ 15.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .08

  .14

  .10G

  .11

  .20

  .17

Net realized and unrealized gain (loss)

  .78

  (.15)H

  .86

  .74

  (7.13)

  1.99

Total from investment operations

  .86

  (.01)

  .96

  .85

  (6.93)

  2.16

Distributions from net investment income

  (.16)

  (.13)

  (.11)

  (.20)

  (.15)

  (.11)

Distributions from net realized gain

  -J

  (.01)

  (.01)

  -

  (.72)

  (.71)

Total distributions

  (.16)

  (.14)

  (.12)

  (.20)

  (.88)K

  (.82)

Net asset value, end of period

$ 10.74

$ 10.04

$ 10.19

$ 9.35

$ 8.70

$ 16.51

Total ReturnB,C

  8.78%

  (.11)%

  10.28%

  10.26%

  (44.24)%

  14.89%

Ratios to Average Net AssetsE,I

 

 

 

 

 

Expenses before
reductions

  .98%A

  .89%

  .98%

  1.00%

  .98%

  1.00%

Expenses net of fee waivers, if any

  .98%A

  .89%

  .98%

  1.00%

  .98%

  1.00%

Expenses net of all
reductions

  .97%A

  .88%

  .97%

  1.00%

  .97%

  .99%

Net investment income (loss)

  1.58%A

  1.27%

  .99%G

  1.35%

  1.48%

  1.10%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 339

$ 523

$ 841

$ 2,341

$ 2,021

$ 6,833

Portfolio turnover rateF

  88%A

  161%

  51%

  56%

  74%

  76%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .81%.

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

I 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 reductions from 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.

J Amount represents less than $.01 per share.

K 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.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2012 (Unaudited)

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 C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. 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 distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by 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 are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2012, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. 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 includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

$ 1,944,368

Gross unrealized depreciation

(2,780,969)

Net unrealized appreciation (depreciation) on securities and other investments

$ (836,601)

 

 

Tax cost

$ 31,152,318

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At October 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (19,194,347)

2017

(14,819,668)

2019

(169,201)

Total capital loss carryforward

$ (34,183,216)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund primarily used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

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

 

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

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

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

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(6,741) related to its investment in futures contracts. This amounts is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,941,601 and $14,126,025, 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 .30% of the Fund's average net assets and an annualized 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 relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .24% of the Fund's average net assets.

Distribution and Service Plan Fees. 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, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

- %

.25%

$ 19,525

$ 272

Class T

.25%

.25%

19,162

173

Class B

.75%

.25%

5,295

3,986

Class C

.75%

.25%

18,799

1,599

 

 

 

$ 62,781

$ 6,030

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% 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

$ 1,222

Class T

898

Class B*

986

Class C*

203

 

$ 3,309

* 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, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 23,550

.30

Class T

11,897

.31

Class B

1,600

.30

Class C

5,744

.31

Institutional Class

551

.25

 

$ 43,342

 

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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 each 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 $622 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $43 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,759. During the period, there were no securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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

1.25%

$ 2,294

Class T

1.50%

1,502

Class B

2.00%

158

Class C

2.00%

682

 

 

$ 4,636

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,469 for the period. 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 $9.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2012

Year ended
October 31, 2011

From net investment income

 

 

Class A

$ 180,927

$ 274,577

Class T

68,454

50,441

Class B

3,401

4,151

Class C

18,732

18,471

Institutional Class

7,907

10,963

Total

$ 279,421

$ 358,603

From net realized gain

 

 

Class A

$ 6,239

$ 24,299

Class T

3,111

10,732

Class B

439

1,537

Class C

1,561

4,105

Institutional Class

200

824

Total

$ 11,550

$ 41,497

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended April 30,
2012

Year ended
October 31,
2011

Six months ended April 30,
2012

Year ended
October 31,
2011

Class A

 

 

 

 

Shares sold

156,600

334,576

$ 1,572,737

$ 3,612,152

Reinvestment of distributions

18,760

28,074

179,532

288,043

Shares redeemed

(243,790)

(1,320,166)

(2,462,163)

(14,109,969)

Net increase (decrease)

(68,430)

(957,516)

$ (709,894)

$ (10,209,774)

Class T

 

 

 

 

Shares sold

31,580

157,819

$ 324,836

$ 1,706,564

Reinvestment of distributions

7,282

5,816

69,834

59,851

Shares redeemed

(156,094)

(597,712)

(1,568,922)

(6,300,709)

Net increase (decrease)

(117,232)

(434,077)

$ (1,174,252)

$ (4,534,294)

Class B

 

 

 

 

Shares sold

26

248

$ 248

$ 2,692

Reinvestment of distributions

355

507

3,383

5,175

Shares redeemed

(16,821)

(48,512)

(168,279)

(509,116)

Net increase (decrease)

(16,440)

(47,757)

$ (164,648)

$ (501,249)

Class C

 

 

 

 

Shares sold

23,625

69,631

$ 232,996

$ 733,867

Reinvestment of distributions

1,986

2,055

18,732

20,799

Shares redeemed

(63,124)

(101,679)

(635,197)

(1,050,311)

Net increase (decrease)

(37,513)

(29,993)

$ (383,469)

$ (295,645)

Institutional Class

 

 

 

 

Shares sold

6,597

74,917

$ 68,969

$ 747,771

Reinvestment of distributions

750

1,083

7,203

11,162

Shares redeemed

(27,908)

(106,405)

(288,985)

(1,089,806)

Net increase (decrease)

(20,561)

(30,405)

$ (212,813)

$ (330,873)

Semiannual Report

Notes to Financial Statements (Unaudited) - 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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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-USAN-0612
1.800658.108

(Fidelity Investment logo)(registered trademark)

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

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 Fidelity Advisor Series VIII's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Advisor Series VIII's (the "Trust") 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)

Not applicable.

(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:

June 15, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

June 15, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

June 15, 2012