N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4008

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

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2011

Item 1. Reports to Stockholders

Fidelity's

Broadly Diversified International Equity

Funds

Fidelity® Diversified International Fund

Fidelity International Capital Appreciation Fund

Fidelity Overseas Fund

Fidelity Worldwide Fund

Annual Report

October 31, 2011
ibd1601353


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Fidelity® Diversified International Fund

(Click Here)

Shareholder Expense Example

 

(Click Here)

Performance

 

(Click Here)

Management's Discussion

 

(Click Here)

Investment Changes

 

(Click Here)

Investments

 

(Click Here)

Financial Statements

 

(Click Here)

Notes to Financial Statements

 

(Click Here)

Report of Independent Registered Public Accounting Firm

Fidelity International Capital Appreciation Fund

(Click Here)

Shareholder Expense Example

 

(Click Here)

Performance

 

(Click Here)

Management's Discussion

 

(Click Here)

Investment Changes

 

(Click Here)

Investments

 

(Click Here)

Financial Statements

 

(Click Here)

Notes to Financial Statements

 

(Click Here)

Report of Independent Registered Public Accounting Firm

Fidelity Overseas Fund

(Click Here)

Shareholder Expense Example

 

(Click Here)

Performance

 

(Click Here)

Management's Discussion

 

(Click Here)

Investment Changes

 

(Click Here)

Investments

 

(Click Here)

Financial Statements

 

(Click Here)

Notes to Financial Statements

 

(Click Here)

Report of Independent Registered Public Accounting Firm

Fidelity Worldwide Fund

(Click Here)

Shareholder Expense Example

 

(Click Here)

Performance

 

(Click Here)

Management's Discussion

 

(Click Here)

Investment Changes

 

(Click Here)

Investments

 

(Click Here)

Financial Statements

 

(Click Here)

Notes to Financial Statements

 

(Click Here)

Report of Independent Registered Public Accounting Firm

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

Annual Report

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Fidelity Diversified International Fund


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Diversified International

.87%

 

 

 

Actual

 

$ 1,000.00

$ 836.80

$ 4.03

HypotheticalA

 

$ 1,000.00

$ 1,020.82

$ 4.43

Class K

.70%

 

 

 

Actual

 

$ 1,000.00

$ 837.70

$ 3.24

HypotheticalA

 

$ 1,000.00

$ 1,021.68

$ 3.57

Class F

.64%

 

 

 

Actual

 

$ 1,000.00

$ 838.00

$ 2.96

HypotheticalA

 

$ 1,000.00

$ 1,021.98

$ 3.26

A 5% return per year before expenses

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

Annual Report

Fidelity Diversified International Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Fidelity® Diversified International Fund

-5.07%

-2.33%

6.98%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Diversified International Fund, a class of the fund, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE ® (Europe, Australasia, Far East) Index performed over the same period.

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Annual Report

Fidelity Diversified International Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Retail Class shares returned -5.07%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Fund performance versus the index was held back by security selection in energy, positioning in consumer staples, stock selection in financials and an underweighting in pharmaceuticals. Geographically, performance was curtailed by stock selection in the Asia-Pacific ex Japan region, China and Canada. Individual detractors included U.K.-based Lloyds Banking Group; out-of-benchmark positions in Canadian energy companies Niko Resources and Petrobank Energy & Resources; and underweighting in Swiss drug company Roche Holding, since sold; Danish beer company Carlsberg; and Italy's Fiat Industrial. On the plus side, the fund benefited from an underweighting in the utilities sector, positioning in consumer discretionary and security selection in technology hardware/equipment. Regionally, positioning in continental Europe helped, as did stock picks in Japan. Top contributors included Japan Tobacco, U.K.-listed Royal Dutch Shell, Japanese online retailer Rakuten, a lack of exposure to index component Tokyo Electric Power and an out-of-benchmark stake in technology giant Apple.

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

Annual Report

Fidelity Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

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United Kingdom

18.1%

 

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Japan

13.4%

 

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Germany

8.6%

 

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United States of America

8.4%

 

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France

7.1%

 

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Canada

5.6%

 

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Switzerland

4.4%

 

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Australia

3.6%

 

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Netherlands

2.7%

 

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Other

28.1%

 

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

As of April 30, 2011

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United Kingdom

17.6%

 

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Japan

13.0%

 

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Germany

8.4%

 

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France

6.4%

 

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United States of America

6.2%

 

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Switzerland

5.4%

 

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Canada

5.0%

 

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Australia

3.8%

 

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Spain

3.4%

 

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Other

30.8%

 

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

98.1

Short-Term Investments and Net Other Assets

3.4

1.9

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.0

2.4

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

2.1

2.0

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

1.8

1.7

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

1.7

1.6

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.6

1.1

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

1.6

1.2

Nestle SA (Switzerland, Food Products)

1.4

1.1

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

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

Reckitt Benckiser Group PLC (United Kingdom, Household Products)

1.3

1.3

 

17.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

15.5

20.5

Consumer Discretionary

16.0

14.8

Energy

11.4

11.3

Materials

10.2

11.2

Consumer Staples

10.1

6.7

Information Technology

9.8

10.3

Industrials

9.1

10.8

Health Care

8.2

6.2

Telecommunication Services

6.2

6.0

Utilities

0.1

0.3

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

Australia - 3.6%

BHP Billiton Ltd. sponsored ADR (d)

6,896,500

$ 538,478,720

Fortescue Metals Group Ltd.

5,712,451

28,695,469

Iluka Resources Ltd.

2,245,282

37,330,693

Newcrest Mining Ltd.

7,469,169

263,999,256

Paladin Energy Ltd. (Australia) (a)

401,613

613,372

QBE Insurance Group Ltd.

2,851,820

43,902,034

WorleyParsons Ltd.

503,041

14,602,027

TOTAL AUSTRALIA

927,621,571

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,000

174,662

Bailiwick of Guernsey - 1.2%

Amdocs Ltd. (a)

1,849,800

55,530,996

Ashmore Global Opportunities Ltd. (United Kingdom)

767,088

8,512,053

Resolution Ltd.

52,410,500

231,788,056

TOTAL BAILIWICK OF GUERNSEY

295,831,105

Bailiwick of Jersey - 1.9%

Experian PLC

14,652,572

190,988,377

Randgold Resources Ltd. sponsored ADR

855,700

93,759,049

Shire PLC

2,847,600

89,390,276

WPP PLC

11,475,509

118,805,910

TOTAL BAILIWICK OF JERSEY

492,943,612

Belgium - 1.0%

Anheuser-Busch InBev SA NV

4,421,964

245,260,547

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

5,339,200

7,389

TOTAL BELGIUM

245,267,936

Bermuda - 1.1%

ARA Asset Management Ltd.

693,000

717,641

Assured Guaranty Ltd.

3,044,700

38,789,478

Cafe de Coral Holdings Ltd.

314,000

708,589

CNPC (Hong Kong) Ltd.

17,870,000

25,031,989

Huabao International Holdings Ltd.

40,906,000

25,985,857

Kosmos Energy Ltd.

1,876,800

29,090,400

Li & Fung Ltd.

47,910,000

92,331,883

Noble Group Ltd.

62,626,000

76,438,883

Pacific Basin Shipping Ltd.

1,535,000

699,915

Vtech Holdings Ltd.

62,200

580,780

TOTAL BERMUDA

290,375,415

Brazil - 2.0%

All America Latina Logistica SA

87,300

434,670

Anhanguera Educacional Participacoes SA

2,049,500

30,136,196

Banco Bradesco SA

111,400

1,621,826

Banco Bradesco SA (PN) sponsored ADR

3,400,000

61,880,000

BM&F Bovespa SA

181,100

1,080,989

 

Shares

Value

Droga Raia SA

386,000

$ 5,473,503

Drogasil SA

4,673,900

29,395,598

Estacio Participacoes SA

1,989,165

23,213,875

Fleury SA

46,700

588,781

Hypermarcas SA

96,700

520,328

Itau Unibanco Banco Multiplo SA sponsored ADR

6,775,800

129,553,296

Klabin SA (PN) (non-vtg.)

193,000

710,319

Kroton Educacional SA unit (a)

1,279,200

14,302,725

Multiplus SA

63,000

1,063,941

Qualicorp SA

3,366,000

30,774,633

Souza Cruz Industria Comerico

5,151,200

63,175,094

T4F Entretenimento SA

2,091,900

14,618,449

Telefonica Brasil SA sponsored ADR (a)

2,600,955

75,479,714

Tractebel Energia SA

1,917,200

30,702,888

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

80,000

549,732

Valid Solucoes SA

69,260

830,862

Weg SA

71,000

787,649

Wilson Sons Ltd. unit

57,500

813,679

TOTAL BRAZIL

517,708,747

British Virgin Islands - 0.3%

Arcos Dorados Holdings, Inc.

1,737,100

40,648,140

Camelot Information Systems, Inc. ADR (a)(d)

1,840,603

6,000,366

Mail.ru Group Ltd. GDR (Reg. S)

1,065,100

36,692,695

TOTAL BRITISH VIRGIN ISLANDS

83,341,201

Canada - 5.6%

Agnico-Eagle Mines Ltd. (Canada)

1,250,000

54,220,796

Barrick Gold Corp.

800,000

39,492,401

Canadian Natural Resources Ltd.

5,118,800

180,545,727

Fairfax Financial Holdings Ltd. (sub. vtg.)

170,000

71,057,732

Goldcorp, Inc.

1,859,800

90,485,329

InterOil Corp. (a)(d)

274,600

13,046,246

Ivanhoe Mines Ltd. (a)

3,235,460

66,211,952

Niko Resources Ltd.

2,237,500

123,069,795

Open Text Corp. (a)

1,440,400

88,156,497

Osisko Mining Corp. (a)

2,890,000

34,847,570

Painted Pony Petroleum Ltd. (a)(f)(e)

2,485,600

30,395,209

Painted Pony Petroleum Ltd. Class A (a)(e)

3,643,370

44,553,022

Penn West Petroleum Ltd.

754,400

13,478,321

Petrobank Energy & Resources Ltd.

5,356,000

48,195,135

Petrominerales Ltd.

3,121,175

82,346,293

Potash Corp. of Saskatchewan, Inc. (d)

2,589,500

122,558,670

Silver Wheaton Corp.

669,800

23,127,367

Suncor Energy, Inc.

2,661,700

84,776,019

Talisman Energy, Inc.

6,846,400

97,114,005

Tourmaline Oil Corp. (a)

1,440,000

47,872,398

Tourmaline Oil Corp. (a)(f)

310,100

10,309,188

Common Stocks - continued

Shares

Value

Canada - continued

Uranium One, Inc.

11,314,400

$ 34,050,459

Valeant Pharmaceuticals International, Inc. (Canada)

700,000

27,639,063

TOTAL CANADA

1,427,549,194

Cayman Islands - 0.7%

Boer Power Holdings Ltd.

2,826,000

1,037,408

China Automation Group Ltd.

5,475,000

1,900,663

China Lodging Group Ltd. ADR (a)

50,100

778,053

China ZhengTong Auto Services Holdings Ltd.

24,761,500

26,812,069

Geely Automobile Holdings Ltd.

34,550,000

8,833,647

Hengan International Group Co. Ltd.

9,258,000

80,251,579

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

1,726,400

21,372,832

Hutchison China Meditech Ltd. (a)

124,800

597,092

Mindray Medical International Ltd. sponsored ADR (d)

48,000

1,310,400

Minth Group Ltd.

8,036,000

8,337,881

NVC Lighting Holdings Ltd.

41,380,000

17,966,892

Samson Holding Ltd.

6,041,000

617,660

Sands China Ltd. (a)

4,816,800

14,475,389

SITC International Holdings Co. Ltd.

2,881,000

744,165

Xingda International Holdings Ltd.

1,472,000

843,327

Xueda Education Group sponsored ADR

177,700

589,964

TOTAL CAYMAN ISLANDS

186,469,021

Chile - 0.0%

Compania Cervecerias Unidas SA sponsored ADR

23,000

1,317,440

Embotelladora Andina SA sponsored ADR

40,000

1,140,000

Empresa Nacional de Telecomunicaciones SA (ENTEL)

48,876

967,644

Inversiones Aguas Metropolitanas SA

871,222

1,369,203

Isapre CruzBlanca SA (a)

868,719

824,481

Quinenco SA

363,717

1,028,162

Sonda SA

228,248

557,168

TOTAL CHILE

7,204,098

China - 1.0%

Baidu.com, Inc. sponsored ADR (a)(d)

1,375,500

192,817,590

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

25,167,480

36,411,889

China Bluechemical Ltd. (H shares)

938,000

735,046

China Communications Services Corp. Ltd. (H Shares)

2,208,000

1,018,299

China Construction Bank Corp. (H Shares)

1,408,000

1,034,507

Comba Telecom Systems Holdings Ltd.

865,500

730,793

 

Shares

Value

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

20,692,000

$ 21,505,759

SINA Corp. (a)(d)

150,000

12,193,500

TOTAL CHINA

266,447,383

Colombia - 0.0%

Ecopetrol SA ADR

18,000

765,720

Curacao - 0.6%

Schlumberger Ltd.

2,104,800

154,639,656

Denmark - 2.6%

Carlsberg A/S Series B

1,542,600

105,006,110

Novo Nordisk A/S Series B

4,408,339

468,091,658

William Demant Holding A/S (a)

1,096,698

87,503,314

TOTAL DENMARK

660,601,082

Egypt - 0.0%

Commercial International Bank Ltd.

134,400

598,985

JUHAYNA Food Industries (a)

682,600

558,111

TOTAL EGYPT

1,157,096

Finland - 0.1%

Nokian Tyres PLC

439,253

16,139,273

France - 7.1%

Alstom SA

3,024,896

113,444,762

Arkema SA

345,300

23,623,042

Atos Origin SA

365,000

17,689,425

AXA SA

5,053,600

82,315,579

BNP Paribas SA

4,498,836

204,522,102

Bureau Veritas SA

493,400

38,387,930

Danone

2,707,950

188,500,861

Dassault Aviation SA (d)

36,265

34,930,245

Essilor International SA

1,754,728

127,246,488

JC Decaux SA (a)

990,200

26,536,591

LVMH Moet Hennessy - Louis Vuitton

1,827,964

304,198,757

PPR SA

2,051,100

320,468,603

Publicis Groupe SA

1,225,000

59,394,047

Sanofi-aventis

3,684,720

263,639,409

TOTAL FRANCE

1,804,897,841

Germany - 7.1%

adidas AG

1,561,780

110,574,530

Allianz AG

827,462

92,995,574

BASF AG

2,293,559

168,828,055

Bayer AG

1,939,962

124,288,808

Bayerische Motoren Werke AG (BMW)

570,895

46,661,038

Deutsche Boerse AG

961,100

53,202,652

ElringKlinger AG

777,428

21,549,929

Fresenius Medical Care AG & Co. KGaA

2,737,800

199,465,891

Fresenius SE

2,037,100

201,033,066

GFK AG

1,496,500

69,171,612

Infineon Technologies AG

2,825,300

25,527,951

Kabel Deutschland Holding AG (a)

917,600

52,394,698

Linde AG

1,228,429

195,417,632

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

2,904,790

$ 175,672,049

Siemens AG sponsored ADR (d)

2,686,500

282,001,905

TOTAL GERMANY

1,818,785,390

Hong Kong - 1.1%

AIA Group Ltd.

27,220,800

83,234,101

China Everbright Ltd.

470,000

696,819

China Insurance International Holdings Co. Ltd. (a)

314,800

682,663

China Mobile (Hong Kong) Ltd. sponsored ADR

1,335,275

63,505,679

China Resources Enterprise Ltd.

3,626,000

13,242,327

Henderson Land Development Co. Ltd.

9,664,155

52,824,551

Hopewell Holdings Ltd.

367,500

954,394

Swire Pacific Ltd. (A Shares)

4,577,000

52,889,821

Television Broadcasts Ltd.

184,000

1,060,283

TOTAL HONG KONG

269,090,638

India - 2.2%

Axis Bank Ltd.

1,472,751

34,807,954

Bajaj Auto Ltd.

793,148

28,053,344

Bharti Airtel Ltd.

9,007,984

72,142,424

Cipla Ltd.

152,766

923,047

CMC Ltd.

50,598

839,811

Cummins India Ltd.

598,043

4,879,115

Deccan Chronicle Holdings Ltd. (a)

502,904

531,886

Dr. Reddy's Laboratories Ltd.

164,145

5,561,788

HDFC Bank Ltd.

12,995,695

129,605,356

Housing Development Finance Corp. Ltd.

6,539,994

92,036,217

India Cements Ltd.

419,168

687,050

Indian Bank

129,270

572,409

Infrastructure Development Finance Co. Ltd.

11,744,307

31,706,496

ITC Ltd.

5,213,498

22,739,475

Jyothy Laboratories Ltd.

196,188

574,273

Lupin Ltd.

513,210

4,938,001

Mahindra & Mahindra Financial Services Ltd.

2,226,876

30,619,486

Max India Ltd. (a)

159,846

618,828

Piramal Healthcare Ltd.

82,278

606,698

Punjab National Bank

47,106

959,620

Redington India Ltd.

285,486

555,235

Shriram Transport Finance Co. Ltd.

2,327,613

29,139,567

State Bank of India

1,273,075

49,517,031

Tulip Telecom Ltd.

216,760

667,397

Wipro Ltd.

1,388,041

10,415,154

TOTAL INDIA

553,697,662

Ireland - 0.5%

Accenture PLC Class A

842,000

50,738,920

 

Shares

Value

CRH PLC

2,294,300

$ 41,420,472

Elan Corp. PLC sponsored ADR (a)

2,547,800

30,548,122

TOTAL IRELAND

122,707,514

Italy - 1.8%

ENI SpA

914,500

20,216,952

Fiat Industrial SpA (a)

22,427,792

195,693,464

Prada SpA

7,151,000

35,350,634

Saipem SpA

4,438,007

198,992,956

TOTAL ITALY

450,254,006

Japan - 13.4%

ABC-Mart, Inc.

1,300,200

50,924,779

Aozora Bank Ltd.

15,351,000

38,812,684

Calbee, Inc. (d)

1,161,000

52,932,917

Denso Corp.

1,928,200

59,306,047

Dentsu, Inc.

2,233,900

67,271,842

Don Quijote Co. Ltd.

1,603,200

58,734,504

Fanuc Corp.

849,100

137,308,760

Hitachi Ltd.

46,637,000

249,926,411

Honda Motor Co. Ltd.

7,721,500

230,931,326

Hoya Corp.

2,535,400

55,397,394

Itochu Corp.

13,063,600

129,221,379

Japan Retail Fund Investment Corp.

3,741

5,791,709

Japan Tobacco, Inc.

64,874

324,292,254

JSR Corp.

3,621,700

69,147,467

KDDI Corp.

27,429

200,952,920

Keyence Corp.

661,100

168,080,270

Mitsubishi Corp.

3,128,000

64,341,694

Mitsubishi UFJ Financial Group, Inc.

18,434,600

80,125,863

Mitsui & Co. Ltd.

3,506,800

51,186,625

Nitori Holdings Co. Ltd.

468,050

44,768,217

NTT DoCoMo, Inc.

63,713

113,171,495

ORIX Corp.

3,924,320

342,539,945

OSAKA Titanium technologies Co. Ltd.

120,200

6,621,404

Rakuten, Inc.

232,855

255,296,560

Seven & i Holdings Co., Ltd.

4,070,900

108,648,886

Shimadzu Corp.

1,668,000

14,201,899

SHIMANO, Inc.

1,088,100

53,791,901

SMC Corp.

814,700

126,736,052

SOFTBANK CORP.

4,765,000

154,670,897

Sumitomo Mitsui Financial Group, Inc.

970,800

27,138,812

Yahoo! Japan Corp.

268,168

86,135,853

TOTAL JAPAN

3,428,408,766

Korea (South) - 2.1%

Amorepacific Corp.

90,308

101,831,595

BS Financial Group, Inc. (a)

84,020

921,277

Korea Plant Service & Engineering Co. Ltd.

23,570

643,352

LG Corp.

22,235

1,296,413

LG Household & Health Care Ltd.

59,158

26,618,232

MegaStudy Co. Ltd.

5,266

580,249

Common Stocks - continued

Shares

Value

Korea (South) - continued

NHN Corp. (a)

518,772

$ 107,822,858

Orion Corp.

134,404

71,836,677

S1 Corp.

20,993

1,088,469

Samchully Co. Ltd.

8,166

701,699

Samsung Electronics Co. Ltd.

199,807

171,364,442

Shinhan Financial Group Co. Ltd.

1,389,720

55,155,939

Shinsegae Co. Ltd.

2,714

680,024

Sindoh Co. Ltd.

11,340

505,997

TOTAL KOREA (SOUTH)

541,047,223

Luxembourg - 0.3%

Brait SA

322,500

772,085

Millicom International Cellular SA (depositary receipt)

6,700

738,387

Samsonite International SA

26,313,700

42,814,701

Ternium SA sponsored ADR

1,411,261

34,632,345

TOTAL LUXEMBOURG

78,957,518

Malaysia - 0.0%

Parkson Holdings Bhd

563,574

1,023,070

Mexico - 0.8%

America Movil SAB de CV Series L sponsored ADR

3,033,400

77,109,028

Grupo Televisa SA de CV (CPO) sponsored ADR

2,180,600

46,512,198

Urbi, Desarrollos Urbanos, SA de CV (a)

422,300

536,746

Wal-Mart de Mexico SA de CV Series V

34,518,200

89,171,013

TOTAL MEXICO

213,328,985

Netherlands - 2.7%

AEGON NV (a)

27,466,400

131,004,746

ASML Holding NV (Netherlands)

1,332,700

55,913,481

Gemalto NV

1,476,891

67,386,376

ING Groep NV sponsored ADR (a)(d)

19,501,500

168,492,960

Koninklijke KPN NV

10,983,331

144,337,603

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

4,051,300

84,469,605

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

767,500

26,500,744

Yandex NV

450,000

12,384,000

TOTAL NETHERLANDS

690,489,515

Norway - 1.5%

DnB NOR ASA

9,071,909

105,830,248

Storebrand ASA (A Shares)

4,980,000

30,706,840

Telenor ASA

14,310,000

255,480,638

TOTAL NORWAY

392,017,726

Papua New Guinea - 0.0%

Oil Search Ltd.

140,611

959,368

Philippines - 0.0%

Banco de Oro Universal Bank

677,000

893,986

 

Shares

Value

Manila Water Co., Inc.

2,331,300

$ 1,060,800

Universal Robina Corp.

899,000

991,040

TOTAL PHILIPPINES

2,945,826

Poland - 0.0%

Eurocash SA

98,400

788,957

Kruk SA (a)

53,000

706,578

Warsaw Stock Exchange

44,200

624,003

TOTAL POLAND

2,119,538

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

9,940,628

45,591,071

Russia - 0.4%

Sberbank of Russia

20,189,400

54,784,535

Uralkali JSC GDR (Reg. S)

939,700

40,782,980

TOTAL RUSSIA

95,567,515

Singapore - 0.0%

Global Logistic Properties Ltd.

523,000

727,928

South Africa - 0.7%

African Bank Investments Ltd.

146,200

634,443

AngloGold Ashanti Ltd.

35,900

1,622,469

AngloGold Ashanti Ltd. sponsored ADR

1,750,000

79,117,500

Aveng Ltd.

120,300

562,369

Foschini Ltd.

1,702,800

21,485,880

JSE Ltd.

74,600

660,621

Nampak Ltd.

191,000

524,653

Naspers Ltd. Class N

860,200

41,186,371

Sasol Ltd.

23,900

1,074,739

Shoprite Holdings Ltd.

1,956,200

28,668,979

Tiger Brands Ltd.

408,600

11,775,123

TOTAL SOUTH AFRICA

187,313,147

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

7,048,840

63,448,157

Banco Santander SA (Spain) sponsored ADR (d)

13,562,300

116,093,288

Grifols SA ADR (a)

9,784,300

62,717,363

Inditex SA (d)

3,264,772

297,111,439

Prosegur Compania de Seguridad SA (Reg.)

1,822,600

90,928,776

Repsol YPF SA

1,000,369

30,318,594

TOTAL SPAIN

660,617,617

Sweden - 0.4%

H&M Hennes & Mauritz AB (B Shares)

1,292,285

42,795,029

Swedbank AB (A Shares)

4,284,600

60,363,140

TOTAL SWEDEN

103,158,169

Switzerland - 4.4%

Clariant AG (Reg.) (a)

4,713,347

51,535,029

Kuehne & Nagel International AG

1,486,880

185,192,848

Nestle SA

6,034,542

350,017,877

Noble Corp.

742,700

26,692,638

Partners Group Holding

49,390

9,258,339

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (Reg.)

1,278,570

$ 150,505,705

Transocean Ltd. (United States)

1,650,300

94,314,645

UBS AG (a)

12,243,801

154,783,795

Zurich Financial Services AG

410,659

95,370,411

TOTAL SWITZERLAND

1,117,671,287

Taiwan - 1.0%

Chroma ATE, Inc.

295,200

588,987

CTCI Corp.

544,000

692,166

Giant Manufacturing Co. Ltd.

195,000

754,567

HTC Corp.

4,228,000

95,018,182

Motech Industries, Inc.

381,000

715,692

Pacific Hospital Supply Co. Ltd.

219,064

716,843

Powertech Technology, Inc.

288,600

702,614

SIMPLO Technology Co. Ltd.

89,200

524,868

St. Shine Optical Co. Ltd.

53,000

665,803

Ta Chong Bank (a)

3,076,000

885,512

Taiwan Fertilizer Co. Ltd.

3,810,000

9,820,065

Taiwan Semiconductor Manufacturing Co. Ltd.

612,000

1,491,368

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

10,407,200

131,338,864

Unified-President Enterprises Corp.

7,865,200

10,815,919

TOTAL TAIWAN

254,731,450

Thailand - 0.0%

Banpu PCL (For. Reg.)

25,400

515,630

Charoen Pokphand Foods PCL (For. Reg.)

653,400

636,326

PTT PCL (For. Reg.)

93,000

916,177

TOTAL THAILAND

2,068,133

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

2,045,195

573,523

United Kingdom - 18.1%

3Legs Resources PLC

6,373,700

13,837,749

Anglo American PLC (United Kingdom)

3,427,600

126,423,827

BG Group PLC

11,701,879

255,279,216

British American Tobacco PLC:

(United Kingdom)

85,000

3,898,004

sponsored ADR

1,797,900

165,856,275

Burberry Group PLC

6,074,500

131,002,436

Capita Group PLC

7,638,800

89,248,477

Carphone Warehouse Group PLC

16,014,300

90,397,232

Compass Group PLC

150,000

1,365,362

Filtrona PLC

1,190,508

7,602,777

GlaxoSmithKline PLC

18,595,500

417,404,751

HSBC Holdings PLC sponsored ADR

9,939,900

433,976,034

Imperial Tobacco Group PLC

2,149,970

78,625,409

Inchcape PLC

17,114,619

89,809,932

 

Shares

Value

ITV PLC

62,863,890

$ 64,753,082

Lloyds Banking Group PLC (a)

229,626,800

118,767,489

Misys PLC

13,125,310

61,593,504

National Grid PLC

308,000

3,062,719

Next PLC

3,224,800

132,557,312

Ocado Group PLC (a)(d)

9,816,418

14,784,304

Pan African Resources PLC

3,344,300

699,179

Pearson PLC

10,425,200

191,555,485

Pz Cussons PLC Class L

1,957,500

11,584,829

QinetiQ Group PLC

12,165,700

22,851,778

Reckitt Benckiser Group PLC

6,620,100

340,473,304

Rockhopper Exploration PLC (a)

201,600

693,816

Rolls-Royce Group PLC

18,758,100

211,921,603

Rolls-Royce Group PLC Class C

1,294,308,900

2,081,508

Royal Dutch Shell PLC:

Class A (United Kingdom)

198,500

7,033,114

Class A sponsored ADR

4,900,000

347,459,000

Class B sponsored ADR

10,527,400

755,867,323

Standard Chartered PLC (United Kingdom)

105,587

2,477,455

SuperGroup PLC (a)(d)

1,516,200

15,215,322

Vodafone Group PLC sponsored ADR

14,974,100

416,878,944

TOTAL UNITED KINGDOM

4,627,038,551

United States of America - 5.0%

Anadarko Petroleum Corp.

10,800

847,800

Apple, Inc. (a)

654,300

264,847,554

CF Industries Holdings, Inc.

470,800

76,396,716

Citigroup, Inc.

5,105,150

161,271,689

Cognizant Technology Solutions Corp. Class A (a)

658,900

47,934,975

Facebook, Inc. Class B (g)

1,288,142

32,203,550

Green Mountain Coffee Roasters, Inc. (a)

280,100

18,212,102

Intuit, Inc.

321,900

17,276,373

Nabors Industries Ltd. (a)

1,587,600

29,100,708

Newmont Mining Corp.

1,000,000

66,830,000

Noble Energy, Inc.

782,728

69,928,920

Polycom, Inc. (a)

2,900,000

47,937,000

PriceSmart, Inc.

43,700

3,322,948

SanDisk Corp. (a)

2,032,400

102,981,708

Schweitzer-Mauduit International, Inc. (e)

1,608,255

113,092,492

The Mosaic Co.

1,132,300

66,307,488

Unisys Corp. (a)

1,537,730

39,965,603

Virgin Media, Inc.

917,500

22,368,650

Wells Fargo & Co.

4,129,500

106,995,345

TOTAL UNITED STATES OF AMERICA

1,287,821,621

TOTAL COMMON STOCKS

(Cost $21,875,227,771)


24,327,847,370

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

ProSiebenSat.1 Media AG

3,507,000

$ 75,226,728

Volkswagen AG

1,736,326

304,687,918

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $221,929,530)


379,914,646

Master Notes - 0.0%

 

Principal Amount

 

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (g)
(Cost $276,258)

$ 270,994


270,994

Money Market Funds - 6.3%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

725,272,617

725,272,617

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

886,536,637

886,536,637

TOTAL MONEY MARKET FUNDS

(Cost $1,611,809,254)


1,611,809,254

TOTAL INVESTMENT
PORTFOLIO - 102.9%

(Cost $23,709,242,813)

26,319,842,264

NET OTHER ASSETS (LIABILITIES) - (2.9)%

(747,943,275)

NET ASSETS - 100%

$ 25,571,898,989

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $40,704,397 or 0.2% of net assets.

(g) 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 $32,474,544 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11

$ 32,203,550

OZ Optics Ltd. 5% 11/5/14

11/5/10

$ 276,258

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

$ 1,220,251

Fidelity Securities Lending Cash Central Fund

20,356,167

Total

$ 21,576,418

Other Affiliated Issuers

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

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Ashmore Global Opportunities Ltd. (United States)

$ -

$ 9,748,350

$ -

$ 240,285

$ -

Painted Pony Petroleum Ltd.

9,544,006

11,945,802

-

-

30,395,209

Painted Pony Petroleum Ltd. Class A

21,509,462

5,212,327

-

-

44,553,022

Petrobank Energy & Resources Ltd.

223,863,859

-

1,729,615

108,873,999

-

Schweitzer-Mauduit International, Inc.

83,300,121

17,267,467

-

907,782

113,092,492

Total

$ 338,217,448

$ 44,173,946

$ 1,729,615

$ 110,022,066

$ 188,040,723

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 4,627,038,551

$ 3,885,316,989

$ 741,721,562

$ -

Japan

3,428,408,766

-

3,428,408,766

-

Germany

2,198,700,036

1,823,562,096

375,137,940

-

France

1,804,897,841

1,541,258,432

263,639,409

-

Canada

1,427,549,194

1,427,549,194

-

-

United States of America

1,287,821,621

1,255,618,071

-

32,203,550

Switzerland

1,117,671,287

962,887,492

154,783,795

-

Australia

927,621,571

538,478,720

389,142,851

-

Netherlands

690,489,515

477,070,544

213,418,971

-

Other

7,197,563,634

4,195,813,680

3,001,749,954

-

Master Notes

270,994

-

-

270,994

Money Market Funds

1,611,809,254

1,611,809,254

-

-

Total Investments in Securities:

$ 26,319,842,264

$ 17,719,364,472

$ 8,568,003,248

$ 32,474,544

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

Investments in Securities:

Beginning Balance

$ 451,860

Total Realized Gain (Loss)

(1,057,894)

Total Unrealized Gain (Loss)

1,048,395

Cost of Purchases

32,666,617

Proceeds of Sales

(632,318)

Amortization/Accretion

(2,116)

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 32,474,544

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (5,264)

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $3,286,171,990 of which $2,666,600,138 and $619,571,852 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Diversified International Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $813,313,897) - See accompanying schedule:

Unaffiliated issuers (cost $21,967,898,714)

$ 24,519,992,287

 

Fidelity Central Funds (cost $1,611,809,254)

1,611,809,254

 

Other affiliated issuers (cost $129,534,845)

188,040,723

 

Total Investments (cost $23,709,242,813)

 

$ 26,319,842,264

Foreign currency held at value (cost $251,333)

251,333

Receivable for investments sold

234,571,947

Receivable for fund shares sold

74,623,129

Dividends receivable

62,708,309

Interest receivable

17,819

Distributions receivable from Fidelity Central Funds

360,288

Prepaid expenses

98,276

Other receivables

2,945,967

Total assets

26,695,419,332

Liabilities

Payable for investments purchased

$ 100,359,104

Payable for fund shares redeemed

117,607,449

Accrued management fee

13,820,459

Other affiliated payables

3,926,570

Other payables and accrued expenses

1,270,124

Collateral on securities loaned, at value

886,536,637

Total liabilities

1,123,520,343

Net Assets

$ 25,571,898,989

Net Assets consist of:

 

Paid in capital

$ 25,969,888,803

Undistributed net investment income

418,909,977

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

(3,430,253,408)

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

2,613,353,617

Net Assets

$ 25,571,898,989

Diversified International:
Net Asset Value
, offering price and redemption price per share ($17,285,369,497 ÷ 628,706,658 shares)

$ 27.49

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($8,115,192,236 ÷ 295,039,055 shares)

$ 27.51

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($171,337,256 ÷ 6,228,258 shares)

$ 27.51

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends (including $1,148,067 earned from other affiliated issuers)

 

$ 775,256,545

Special dividends (earned from other affiliated issuers)

 

108,873,999

Interest

 

21,709

Income from Fidelity Central Funds

 

21,576,418

Income before foreign taxes withheld

 

905,728,671

Less foreign taxes withheld

 

(61,260,298)

Total income

 

844,468,373

 

 

 

Expenses

Management fee
Basic fee

$ 225,204,522

Performance adjustment

(17,677,656)

Transfer agent fees

55,414,460

Accounting and security lending fees

2,636,921

Custodian fees and expenses

4,452,390

Independent trustees' compensation

179,973

Depreciation in deferred trustee compensation account

(24)

Registration fees

241,072

Audit

217,935

Legal

139,565

Miscellaneous

378,639

Total expenses before reductions

271,187,797

Expense reductions

(8,678,523)

262,509,274

Net investment income (loss)

581,959,099

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,889,598,151

Other affiliated issuers

(2,483,501)

 

Foreign currency transactions

(5,612,204)

Total net realized gain (loss)

 

1,881,502,446

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $3,985,288)

(3,644,214,790)

Assets and liabilities in foreign currencies

(2,069,131)

Total change in net unrealized appreciation (depreciation)

 

(3,646,283,921)

Net gain (loss)

(1,764,781,475)

Net increase (decrease) in net assets resulting from operations

$ (1,182,822,376)

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

Annual Report


Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 581,959,099

$ 486,439,991

Net realized gain (loss)

1,881,502,446

(561,752,757)

Change in net unrealized appreciation (depreciation)

(3,646,283,921)

3,614,151,999

Net increase (decrease) in net assets resulting from operations

(1,182,822,376)

3,538,839,233

Distributions to shareholders from net investment income

(554,171,382)

(474,506,693)

Distributions to shareholders from net realized gain

(93,780,346)

-

Total distributions

(647,951,728)

(474,506,693)

Share transactions - net increase (decrease)

(7,417,526,738)

(3,995,252,806)

Redemption fees

964,713

822,251

Total increase (decrease) in net assets

(9,247,336,129)

(930,098,015)

 

 

 

Net Assets

Beginning of period

34,819,235,118

35,749,333,133

End of period (including undistributed net investment income of $418,909,977 and undistributed net investment income of $424,022,673, respectively)

$ 25,571,898,989

$ 34,819,235,118

Financial Highlights - Diversified International

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.49

$ 26.86

$ 21.96

$ 45.41

$ 37.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53 E

.37

.35

.55

.47

Net realized and unrealized gain (loss)

  (1.99)

2.61

4.86

(20.96)

10.23

Total from investment operations

  (1.46)

2.98

5.21

(20.41)

10.70

Distributions from net investment income

  (.46)

(.35)

(.31)

(.47)

(.36)

Distributions from net realized gain

  (.08)

-

-

(2.57)

(2.51)

Total distributions

  (.54)

(.35)

(.31)

(3.04)

(2.87)

Redemption fees added to paid in capital B, G

  -

-

-

-

-

Net asset value, end of period

$ 27.49

$ 29.49

$ 26.86

$ 21.96

$ 45.41

Total Return A

  (5.07)%

11.15%

24.32%

(48.04)%

30.37%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  .90%

.98%

1.01%

1.04%

.93%

Expenses net of fee waivers, if any

  .89%

.98%

1.01%

1.04%

.93%

Expenses net of all reductions

  .87%

.96%

.99%

1.02%

.91%

Net investment income (loss)

  1.78% E

1.34%

1.58%

1.53%

1.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,285,369

$ 26,527,229

$ 30,998,270

$ 28,274,961

$ 59,929,942

Portfolio turnover rate D

  45%

57%

54%

49%

51%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.44%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 29.51

$ 26.89

$ 21.98

$ 38.39

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58 G

.42

.42

.16

Net realized and unrealized gain (loss)

  (1.97)

2.61

4.85

(16.57)

Total from investment operations

  (1.39)

3.03

5.27

(16.41)

Distributions from net investment income

  (.53)

(.41)

(.36)

-

Distributions from net realized gain

  (.08)

-

-

-

Total distributions

  (.61)

(.41)

(.36)

-

Redemption fees added to paid in capital D,J

-

-

-

-

Net asset value, end of period

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Total Return B,C

  (4.87)%

11.33%

24.64%

(42.75)%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  .73%

.79%

.77%

.88% A

Expenses net of fee waivers, if any

  .72%

.79%

.77%

.88% A

Expenses net of all reductions

  .70%

.77%

.76%

.87% A

Net investment income (loss)

  1.95% G

1.54%

1.81%

1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,115,192

$ 7,697,405

$ 4,713,909

$ 932,275

Portfolio turnover rate F

  45%

57%

54%

49%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.61%.

H For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 29.52

$ 26.89

$ 23.29

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .61 G

.43

(.02)

Net realized and unrealized gain (loss)

  (2.00)

2.62

3.62

Total from investment operations

  (1.39)

3.05

3.60

Distributions from net investment income

  (.54)

(.42)

-

Distributions from net realized gain

  (.08)

-

-

Total distributions

  (.62)

(.42)

-

Redemption fees added to paid in capital D,J

-

-

-

Net asset value, end of period

$ 27.51

$ 29.52

$ 26.89

Total Return B,C

  (4.86)%

11.41%

15.46%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  .68%

.73%

.71% A

Expenses net of fee waivers, if any

  .67%

.73%

.71% A

Expenses net of all reductions

  .65%

.72%

.70% A

Net investment income (loss)

  2.00% G

1.59%

(.19)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 171,337

$ 594,602

$ 37,155

Portfolio turnover rate F

  45%

57%

54%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.66%.

H For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Diversified International Fund (the Fund) is a fund of Fidelity Investment Trust (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 Diversified International, Class K and Class F shares, each of which, has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 4,524,622,015

Gross unrealized depreciation

(2,058,103,983)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,466,518,032

 

 

Tax Cost

$ 23,853,324,232

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

Undistributed ordinary income

$ 419,615,619

Capital Loss Carryfoward

$ (3,286,171,990)

Net unrealized appreciation (depreciation)

$ 2,469,263,889

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 647,951,728

$ 474,506,693

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $13,875,962,686 and $20,794,928,294, respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Diversified International as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .65% of the Fund's average net assets.

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 Diversified International. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Diversified International

$ 51,100,072

.22

Class K

4,314,388

.05

 

$ 55,414,460

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $89,950 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $100,888 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. The value of securities loaned to FCM at period end was $1,510,818. 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 $20,356,167, including $10,704 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $2,833,493.

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 $5,844,480 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 $550.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Diversified International

$ 404,459,076

$ 398,456,259

Class K

139,574,930

74,880,028

Class F

10,137,376

1,170,406

Total

$ 554,171,382

$ 474,506,693

From net realized gain

 

 

Diversified International

$ 71,011,904

$ -

Class K

21,272,351

-

Class F

1,496,091

-

Total

$ 93,780,346

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Diversified International

 

 

 

 

Shares sold

95,789,996

179,662,935

$ 2,861,192,033

$ 4,893,668,837

Reinvestment of distributions

15,446,133

13,627,007

459,413,511

384,281,814

Shares redeemed

(382,099,741)

(447,584,331)

(11,334,070,882)

(12,092,134,122)

Net increase (decrease)

(270,863,612)

(254,294,389)

$ (8,013,465,338)

$ (6,814,183,471)

Class K

 

 

 

 

Shares sold

125,231,374

151,794,829

$ 3,707,928,503

$ 4,125,917,772

Reinvestment of distributions

5,413,899

2,657,205

160,847,281

74,880,028

Shares redeemed

(96,416,162)

(68,937,812)

(2,871,502,023)

(1,889,669,527)

Net increase (decrease)

34,229,111

85,514,222

$ 997,273,761

$ 2,311,128,273

Class F

 

 

 

 

Shares sold

13,012,404

24,587,499

$ 389,423,461

$ 664,182,809

Reinvestment of distributions

391,673

41,548

11,633,466

1,170,406

Shares redeemed

(27,320,491)

(5,866,038)

(802,392,088)

(157,550,823)

Net increase (decrease)

(13,916,414)

18,763,009

$ (401,335,161)

$ 507,802,392

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Diversified International Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Diversified International Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Diversified International Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report

Fidelity International Capital Appreciation Fund


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Actual

1.16%

$ 1,000.00

$ 847.50

$ 5.40

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,019.36

$ 5.90

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

Annual Report

Fidelity International Capital Appreciation Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10 years

Fidelity International Capital Appreciation Fund

-4.03%

-1.42%

5.96%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity International Capital Appreciation Fund on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

ibd1601427

Annual Report

Fidelity International Capital Appreciation Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Sammy Simnegar, Portfolio Manager of Fidelity® International Capital Appreciation Fund: For the year, the fund returned -4.03%, ahead of the MSCI index. Stock picking in consumer discretionary and materials aided relative performance, as did underweighting utilities. Geographically, out-of-benchmark exposure to the United States and positioning in Indonesia, Brazil and Russia helped. The fund's top contributor, Canadian junior silver miner Aurcana, was lifted by surging silver prices and sold. Other notable contributors included two Indonesian holdings, retailer Mitra Adiperkasa and tobacco firm Gudang Garam. Conversely, positioning in health care detracted, as did stock selection in financials and underweighted telecommunication services exposure. Geographically, positioning in India, China and the United Kingdom hurt the fund. Swiss food and beverage maker Nestle - the fund's largest holding at period end - was its largest relative detractor, mainly due to untimely ownership. Other key detractors were India-based Jain Irrigation Systems and Vedanta Resources, a U.K. metals and mining firm. Aurcana, Mitra Adiperkasa and Jain Irrigation Systems were non-index holdings. I sold Jain and Vedanta by period end.

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

Annual Report

Fidelity International Capital Appreciation Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

ibd1601393

United States of America

18.1%

 

ibd1601395

United Kingdom

14.6%

 

ibd1601397

France

7.8%

 

ibd1601399

Japan

7.7%

 

ibd1601401

Switzerland

5.7%

 

ibd1601403

Indonesia

4.8%

 

ibd1601405

Brazil

4.7%

 

ibd1601407

Germany

4.3%

 

ibd1601409

India

4.2%

 

ibd1601411

Other

28.1%

 

ibd1601439

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

As of April 30, 2011

ibd1601393

United Kingdom

14.6%

 

ibd1601395

Japan

14.2%

 

ibd1601397

United States of America

11.5%

 

ibd1601399

France

7.3%

 

ibd1601401

Brazil

5.2%

 

ibd1601403

India

4.5%

 

ibd1601405

Switzerland

4.2%

 

ibd1601407

Germany

4.1%

 

ibd1601409

Canada

4.1%

 

ibd1601411

Other

30.3%

 

ibd1601451

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.7

97.9

Short-Term Investments and Net Other Assets

2.3

2.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.3

0.0

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

2.0

1.9

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

1.8

1.0

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.7

2.0

Unilever PLC (United Kingdom, Food Products)

1.2

0.0

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.1

1.2

Philip Morris International, Inc. (United States of America, Tobacco)

1.0

0.0

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.0

1.0

BASF AG (Germany, Chemicals)

0.9

0.0

Standard Chartered PLC (United Kingdom) (United Kingdom, Commercial Banks)

0.9

0.8

 

13.9

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.1

23.1

Consumer Staples

21.2

10.2

Financials

16.1

20.3

Materials

10.9

12.5

Industrials

10.0

11.4

Information Technology

9.2

9.6

Energy

6.4

10.1

Health Care

1.8

0.0

Telecommunication Services

0.0

0.7

Annual Report

Fidelity International Capital Appreciation Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.9%

Shares

Value

Australia - 1.0%

Atlas Iron Ltd.

803,649

$ 2,606,788

Fortescue Metals Group Ltd.

589,230

2,959,891

TOTAL AUSTRALIA

5,566,679

Belgium - 0.8%

Anheuser-Busch InBev SA NV

80,019

4,438,187

Bermuda - 1.1%

Credicorp Ltd. (NY Shares)

29,400

3,198,132

Petra Diamonds Ltd. (a)

1,413,818

2,614,757

TOTAL BERMUDA

5,812,889

Brazil - 4.7%

BR Malls Participacoes SA

276,000

2,981,481

Brasil Foods SA sponsored ADR (d)

161,500

3,399,575

Cia.Hering SA

131,800

2,943,472

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

105,800

3,567,576

Iguatemi Empresa de Shopping Centers SA

141,900

2,749,251

Itau Unibanco Banco Multiplo SA sponsored ADR

238,200

4,554,384

Multiplan Empreendimentos Imobiliarios SA

145,600

2,943,881

Souza Cruz Industria Comerico

250,200

3,068,491

TOTAL BRAZIL

26,208,111

Canada - 1.4%

First Quantum Minerals Ltd.

158,700

3,328,903

Potash Corp. of Saskatchewan, Inc.

88,500

4,188,624

TOTAL CANADA

7,517,527

Cayman Islands - 3.2%

Belle International Holdings Ltd.

1,706,000

3,345,853

China ZhengTong Auto Services Holdings Ltd.

2,428,000

2,629,069

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

74,000

2,579,640

Hengdeli Holdings Ltd.

7,252,000

3,251,197

Intime Department Store Group Co. Ltd.

2,073,500

2,975,618

Maoye International Holdings Ltd. (a)

11,341,000

3,115,554

TOTAL CAYMAN ISLANDS

17,896,931

Chile - 0.5%

Banco Santander Chile sponsored ADR

35,500

2,899,640

China - 1.6%

Baidu.com, Inc. sponsored ADR (a)

20,300

2,845,654

Golden Eagle Retail Group Ltd. (H Shares)

1,262,000

3,171,639

SINA Corp. (a)

31,700

2,576,893

TOTAL CHINA

8,594,186

 

Shares

Value

Colombia - 0.5%

Grupo de Inversiones Surameric

169,158

$ 2,971,598

Grupo de Inversiones Surameric rights 11/22/11 (a)

43,277

6,494

TOTAL COLOMBIA

2,978,092

Curacao - 0.5%

Schlumberger Ltd.

36,900

2,711,043

Denmark - 1.3%

Christian Hansen Holding AS

128,746

2,813,531

Novo Nordisk A/S Series B sponsored ADR

42,600

4,528,380

TOTAL DENMARK

7,341,911

Finland - 1.1%

Kone Oyj (B Shares)

57,800

3,194,777

Nokian Tyres PLC

83,000

3,049,631

TOTAL FINLAND

6,244,408

France - 7.8%

Air Liquide SA

32,400

4,203,596

Atos Origin SA

56,917

2,758,436

BNP Paribas SA

88,391

4,018,353

Casino Guichard Perrachon et Compagnie

32,751

3,078,413

Christian Dior SA

24,612

3,484,394

Danone

65,200

4,538,583

LVMH Moet Hennessy - Louis Vuitton

27,998

4,659,258

Pernod Ricard SA

36,900

3,446,949

PPR SA

21,500

3,359,210

Remy Cointreau SA

37,000

3,041,535

Schneider Electric SA

62,894

3,712,214

Technip SA

34,400

3,271,495

TOTAL FRANCE

43,572,436

Germany - 3.6%

BASF AG

72,072

5,305,194

Bayerische Motoren Werke AG (BMW)

50,246

4,106,763

SAP AG

82,069

4,963,260

Siemens AG sponsored ADR

55,900

5,867,823

TOTAL GERMANY

20,243,040

India - 4.2%

Bajaj Auto Ltd.

85,494

3,023,890

Gitanjali Gems Ltd.

374,700

2,663,961

HDFC Bank Ltd.

328,642

3,277,529

Housing Development Finance Corp. Ltd.

263,505

3,708,261

ITC Ltd.

683,992

2,983,337

Jubilant Foodworks Ltd. (a)

155,631

2,564,717

Smithkline Beecham Consumer Healthcare Ltd.

53,717

2,571,836

Titan Industries Ltd.

571,901

2,539,755

TOTAL INDIA

23,333,286

Common Stocks - continued

Shares

Value

Indonesia - 4.8%

PT Ace Hardware Indonesia Tbk

7,735,500

$ 2,936,378

PT Astra International Tbk

453,000

3,492,971

PT Bank Mandiri (Persero) Tbk

4,179,500

3,333,918

PT Bank Rakyat Indonesia Tbk

4,317,000

3,245,723

PT Global Mediacom Tbk

29,110,000

2,613,380

PT Gudang Garam Tbk

450,000

2,953,744

PT Indofood Sukses Makmur Tbk

4,827,500

2,865,601

PT Mitra Adiperkasa Tbk

4,826,000

2,657,974

PT Modern Internasional Tbk

8,164,500

2,736,294

TOTAL INDONESIA

26,835,983

Israel - 1.0%

Check Point Software Technologies Ltd. (a)

43,900

2,529,957

Israel Chemicals Ltd.

248,200

2,986,616

TOTAL ISRAEL

5,516,573

Italy - 2.3%

Prada SpA

651,600

3,221,154

Saipem SpA

73,512

3,296,158

Salvatore Ferragamo Italia SpA (a)

193,400

3,134,138

Tod's SpA

30,558

3,057,510

TOTAL ITALY

12,708,960

Japan - 7.7%

Canon, Inc. sponsored ADR (d)

98,209

4,473,420

Fanuc Corp.

26,100

4,220,656

Japan Tobacco, Inc.

695

3,474,167

Kakaku.com, Inc.

68,900

2,728,445

Keyence Corp.

11,500

2,923,798

Komatsu Ltd.

160,200

3,961,422

Makita Corp.

77,800

2,904,922

Mitsubishi Corp.

192,100

3,951,419

Nabtesco Corp.

144,900

3,173,950

Rakuten, Inc.

2,573

2,820,975

Sysmex Corp.

77,900

2,560,906

THK Co. Ltd.

162,900

3,175,164

Unicharm Corp.

59,200

2,651,547

TOTAL JAPAN

43,020,791

Netherlands - 0.7%

ING Groep NV sponsored ADR (a)(d)

439,496

3,797,245

Nigeria - 1.0%

Guaranty Trust Bank PLC GDR (Reg. S)

666,711

3,066,871

Guinness Nigeria PLC

2,106,095

2,672,261

TOTAL NIGERIA

5,739,132

Norway - 0.6%

DnB NOR ASA

277,400

3,236,068

Portugal - 0.5%

Jeronimo Martins SGPS SA

171,305

2,963,362

Russia - 3.1%

Magnit OJSC:
rights 11/29/11 (a)

3,342

0

GDR (Reg. S)

137,505

3,513,253

 

Shares

Value

NOVATEK OAO GDR

24,600

$ 3,453,840

Sberbank of Russia

1,369,800

3,716,993

TNK-BP Holding

1,158,400

3,169,410

Uralkali JSC GDR (Reg. S)

75,400

3,272,360

TOTAL RUSSIA

17,125,856

South Africa - 1.1%

Mr Price Group Ltd.

311,300

2,996,777

Shoprite Holdings Ltd.

198,200

2,904,709

TOTAL SOUTH AFRICA

5,901,486

Spain - 0.7%

Inditex SA

39,590

3,602,898

Sweden - 1.4%

Atlas Copco AB (A Shares)

155,800

3,410,153

H&M Hennes & Mauritz AB (B Shares)

124,921

4,136,857

TOTAL SWEDEN

7,547,010

Switzerland - 5.7%

Compagnie Financiere Richemont SA Series A

74,478

4,264,736

Credit Suisse Group sponsored ADR (d)

130,700

3,786,379

Dufry AG (a)

25,880

2,783,969

Nestle SA

222,340

12,896,254

The Swatch Group AG (Bearer)

8,690

3,679,795

UBS AG (NY Shares) (a)

333,100

4,203,722

TOTAL SWITZERLAND

31,614,855

Thailand - 1.6%

C.P. Seven Eleven PCL (For. Reg.)

1,786,900

2,703,791

Kasikornbank PCL (For. Reg.)

776,000

3,136,968

Siam Makro PCL (For. Reg.)

417,100

2,793,049

TOTAL THAILAND

8,633,808

Turkey - 0.5%

Turkiye Garanti Bankasi AS

858,909

3,031,015

United Kingdom - 14.6%

Anglo American PLC (United Kingdom)

121,800

4,492,479

Antofagasta PLC

161,500

3,030,983

Barclays PLC sponsored ADR

298,700

3,736,737

BG Group PLC

242,853

5,297,895

BHP Billiton PLC ADR

153,557

9,669,484

British American Tobacco PLC (United Kingdom)

215,200

9,868,830

Burberry Group PLC

158,300

3,413,892

Imperial Tobacco Group PLC

112,150

4,101,378

Reckitt Benckiser Group PLC

75,400

3,877,840

Royal Dutch Shell PLC Class B

305,278

10,954,853

SABMiller PLC

111,000

4,054,859

Standard Chartered PLC (United Kingdom)

214,591

5,035,086

The Weir Group PLC

99,800

3,079,964

Common Stocks - continued

Shares

Value

United Kingdom - continued

Unilever PLC

193,100

$ 6,473,950

Xstrata PLC

241,226

4,055,909

TOTAL UNITED KINGDOM

81,144,139

United States of America - 15.3%

Allergan, Inc.

32,300

2,717,076

Apple, Inc. (a)

6,645

2,689,763

Caterpillar, Inc.

29,100

2,748,786

Citigroup, Inc.

80,700

2,549,313

Citrix Systems, Inc. (a)

36,500

2,658,295

Coach, Inc.

43,800

2,850,066

Cummins, Inc.

28,800

2,863,584

EMC Corp. (a)

112,307

2,752,645

Freeport-McMoRan Copper & Gold, Inc.

66,154

2,663,360

Goldman Sachs Group, Inc.

23,800

2,607,290

Google, Inc. Class A (a)

4,700

2,785,408

Halliburton Co.

70,000

2,615,200

Joy Global, Inc.

30,000

2,616,000

JPMorgan Chase & Co.

77,394

2,690,215

Las Vegas Sands Corp. (a)

62,885

2,952,451

Lorillard, Inc.

24,600

2,722,236

MasterCard, Inc. Class A

8,160

2,833,478

Mead Johnson Nutrition Co. Class A

36,100

2,593,785

Oracle Corp.

81,500

2,670,755

Philip Morris International, Inc.

80,500

5,624,535

Rackspace Hosting, Inc. (a)

69,283

2,867,623

salesforce.com, Inc. (a)

21,100

2,809,887

The Coca-Cola Co.

40,100

2,739,632

The Mosaic Co.

44,316

2,595,145

Tiffany & Co., Inc.

36,581

2,916,603

TJX Companies, Inc.

46,100

2,716,673

United Technologies Corp.

36,878

2,875,746

Visa, Inc. Class A

28,800

2,685,888

Wells Fargo & Co.

100,652

2,607,893

Yum! Brands, Inc.

53,900

2,887,423

TOTAL UNITED STATES OF AMERICA

84,906,754

TOTAL COMMON STOCKS

(Cost $511,894,330)


532,684,301

Preferred Stocks - 1.8%

Shares

Value

Convertible Preferred Stocks - 0.5%

United States of America - 0.5%

Citigroup, Inc. 7.50%

27,500

$ 2,613,600

Nonconvertible Preferred Stocks - 1.3%

Germany - 0.7%

Volkswagen AG

23,300

4,088,650

Italy - 0.6%

Fiat Industrial SpA (a)

538,233

3,302,712

TOTAL NONCONVERTIBLE PREFERRED STOCKS

7,391,362

TOTAL PREFERRED STOCKS

(Cost $10,028,088)


10,004,962

Money Market Funds - 2.6%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)
(Cost $14,474,200)

14,474,200


14,474,200

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $536,396,618)

557,163,463

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(1,595,071)

NET ASSETS - 100%

$ 555,568,392

Legend

(a) Non-income producing

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

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

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

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

$ 6,306

Fidelity Securities Lending Cash Central Fund

272,960

Total

$ 279,266

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United States of America

$ 87,520,354

$ 87,520,354

$ -

$ -

United Kingdom

81,144,139

53,846,506

27,297,633

-

France

43,572,436

43,572,436

-

-

Japan

43,020,791

4,473,420

38,547,371

-

Switzerland

31,614,855

31,614,855

-

-

Indonesia

26,835,983

-

26,835,983

-

Brazil

26,208,111

26,208,111

-

-

Germany

24,331,690

19,368,430

4,963,260

-

India

23,333,286

-

23,333,286

-

Other

155,107,618

114,752,366

40,355,252

-

Money Market Funds

14,474,200

14,474,200

-

-

Total Investments in Securities:

$ 557,163,463

$ 395,830,678

$ 161,332,785

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $136,212,537 of which $107,738,427 and $28,474,110 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity International Capital Appreciation Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $13,433,219) - See accompanying schedule:

Unaffiliated issuers (cost $521,922,418)

$ 542,689,263

 

Fidelity Central Funds (cost $14,474,200)

14,474,200

 

Total Investments (cost $536,396,618)

 

$ 557,163,463

Foreign currency held at value (cost $2,579,665)

2,591,688

Receivable for investments sold

17,494,236

Receivable for fund shares sold

1,092,419

Dividends receivable

1,737,393

Distributions receivable from Fidelity Central Funds

3,404

Prepaid expenses

2,273

Other receivables

622,520

Total assets

580,707,396

 

 

 

Liabilities

Payable to custodian bank

$ 1,588,608

Payable for investments purchased

7,927,500

Payable for fund shares redeemed

482,030

Accrued management fee

390,537

Other affiliated payables

137,426

Other payables and accrued expenses

138,703

Collateral on securities loaned, at value

14,474,200

Total liabilities

25,139,004

 

 

 

Net Assets

$ 555,568,392

Net Assets consist of:

 

Paid in capital

$ 673,505,786

Undistributed net investment income

5,512,022

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

(144,046,033)

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

20,596,617

Net Assets, for 46,721,596 shares outstanding

$ 555,568,392

Net Asset Value, offering price and redemption price per share ($555,568,392 ÷ 46,721,596 shares)

$ 11.89

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 12,160,623

Special dividends

 

1,490,351

Interest

 

711

Income from Fidelity Central Funds

 

279,266

Income before foreign taxes withheld

 

13,930,951

Less foreign taxes withheld

 

(901,136)

Total income

 

13,029,815

 

 

 

Expenses

Management fee
Basic fee

$ 4,371,310

Performance adjustment

432,652

Transfer agent fees

1,596,536

Accounting and security lending fees

311,964

Custodian fees and expenses

291,299

Independent trustees' compensation

3,486

Registration fees

38,456

Audit

83,417

Legal

2,590

Interest

3,399

Miscellaneous

6,496

Total expenses before reductions

7,141,605

Expense reductions

(436,279)

6,705,326

Net investment income (loss)

6,324,489

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

26,199,769

Foreign currency transactions

(630,556)

Total net realized gain (loss)

 

25,569,213

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $882,795)

(54,301,580)

Assets and liabilities in foreign currencies

(89,797)

Total change in net unrealized appreciation (depreciation)

 

(54,391,377)

Net gain (loss)

(28,822,164)

Net increase (decrease) in net assets resulting from operations

$ (22,497,675)

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

Annual Report

Fidelity International Capital Appreciation Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,324,489

$ 5,868,930

Net realized gain (loss)

25,569,213

32,223,756

Change in net unrealized appreciation (depreciation)

(54,391,377)

58,849,867

Net increase (decrease) in net assets resulting from operations

(22,497,675)

96,942,553

Distributions to shareholders from net investment income

(7,380,589)

(3,188,361)

Distributions to shareholders from net realized gain

(4,973,519)

(5,465,762)

Total distributions

(12,354,108)

(8,654,123)

Share transactions
Proceeds from sales of shares

171,547,780

275,756,138

Reinvestment of distributions

9,861,670

8,469,995

Cost of shares redeemed

(218,161,559)

(201,747,591)

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

(36,752,109)

82,478,542

Redemption fees

43,769

31,259

Total increase (decrease) in net assets

(71,560,123)

170,798,231

 

 

 

Net Assets

Beginning of period

627,128,515

456,330,284

End of period (including undistributed net investment income of $5,512,022 and undistributed net investment income of $5,819,595, respectively)

$ 555,568,392

$ 627,128,515

Other Information

Shares

Sold

13,689,530

24,602,735

Issued in reinvestment of distributions

769,704

746,913

Redeemed

(17,394,486)

(18,030,644)

Net increase (decrease)

(2,935,252)

7,319,004

Financial Highlights

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.63

$ 10.78

$ 7.42

$ 19.30

$ 18.14

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .13 E

.12

.13

.19

.20

Net realized and unrealized gain (loss)

  (.62)

1.92

3.26

(9.54)

3.80

Total from investment operations

  (.49)

2.04

3.39

(9.35)

4.00

Distributions from net investment income

  (.15)

(.07)

(.03)

(.14)

(.20)

Distributions from net realized gain

  (.10)

(.12)

-

(2.39)

(2.64)

Total distributions

  (.25)

(.19)

(.03)

(2.53)

(2.84)

Redemption fees added to paid in capital B, G

  -

-

-

-

-

Net asset value, end of period

$ 11.89

$ 12.63

$ 10.78

$ 7.42

$ 19.30

Total Return A

  (4.03)%

19.12%

45.95%

(55.30)%

24.81%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.16%

1.04%

.84%

.89%

.85%

Expenses net of fee waivers, if any

  1.16%

1.04%

.84%

.89%

.85%

Expenses net of all reductions

  1.09%

.87%

.72%

.72%

.79%

Net investment income (loss)

  1.02% E

1.07%

1.49%

1.39%

1.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 555,568

$ 627,129

$ 456,330

$ 204,743

$ 747,095

Portfolio turnover rate D

  254%

480%

387%

387%

138%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .78%.

F Expense ratios reflect operating expenses of the Fund. 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 Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Capital Appreciation Fund (the Fund) is a fund of Fidelity Investment Trust (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'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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011 is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

Annual Report

Notes to Financial Statements - 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 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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, equity-debt classifications, certain foreign taxes, 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 depreciation

$ 47,618,781

Gross unrealized depreciation

(35,059,742)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,559,039

 

 

Tax Cost

$ 544,604,424

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

Undistributed ordinary income

$ 5,912,335

Capital Loss carryfoward

$ (136,212,537)

Net unrealized appreciation (depreciation)

$ 12,443,133

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 12,354,108

$ 8,654,123

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,550,445,143 and $1,599,960,144, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .78% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .26% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $15,552 for the period.

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 6,425,922

.37%

$ 3,399

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $1,927 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 $272,960, including $484 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $9,057.

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 $427,222 for the period.

9. 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 Fund and Strategic Advisers International II Fund were the owners of record of approximately 10% and 12%, respectively, of the total outstanding shares of the Fund. Mutual Funds managed by FMR or its affiliates, were the owners of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Capital Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Capital Appreciation Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Capital Appreciation Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report

Fidelity Overseas Fund


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Overseas

.69%

 

 

 

Actual

 

$ 1,000.00

$ 823.40

$ 3.17

HypotheticalA

 

$ 1,000.00

$ 1,021.73

$ 3.52

Class K

.52%

 

 

 

Actual

 

$ 1,000.00

$ 823.90

$ 2.39

HypotheticalA

 

$ 1,000.00

$ 1,022.58

$ 2.65

Class F

.46%

 

 

 

Actual

 

$ 1,000.00

$ 824.10

$ 2.11

HypotheticalA

 

$ 1,000.00

$ 1,022.89

$ 2.35

A 5% return per year before expenses

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

Annual Report

Fidelity Overseas Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Fidelity Overseas Fund

-5.83%

-3.84%

4.45%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Overseas Fund, a class of the fund, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.

ibd1601453

Annual Report

Fidelity Overseas Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Ian Hart, Portfolio Manager of Fidelity® Overseas Fund: For the year, the fund's Retail Class shares returned -5.83%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock picks in energy, information technology, telecommunication services and financials hurt, although my decision to underweight banks partially offset losses in the latter category. Geographically, security selection in the U.K. detracted, due in part to underweighting several mega-cap stocks such as oil producer and index component BP, which posted a double-digit gain. I sold BP by period end. Out-of-benchmark picks in emerging markets also held back performance. On an individual stock level, the fund was hurt by an overweighting in offshore drilling company Transocean, which owned the Deepwater Horizon rig that exploded in the Gulf of Mexico last year; NII Holdings, a U.S.-based operator of mobile networks in Latin America; and a small position in Norwegian oil-services company Sevan Marine, which I sold in June. Conversely, positioning in consumer discretionary aided performance, as did good stock picks and a sizable overweighting in food/beverage/tobacco. The fund's top relative contributor was Japan Tobacco, a strong defensive stock. In the luxury goods area, contributions included an out-of-index stake in luxury goods maker Bulgari, which was acquired in the period, and sold from the fund after the deal's March announcement, and stakes in spirits maker Pernod Ricard and luxury apparel maker Christian Dior, the fund's two largest holdings at period end. Strong security selection in Europe ex U.K. easily overshadowed the negative impact of various market weightings in some countries there.

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

Annual Report

Fidelity Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

ibd1601393

France

21.4%

 

ibd1601395

Germany

16.3%

 

ibd1601397

Japan

11.7%

 

ibd1601399

United Kingdom

11.6%

 

ibd1601401

United States of America

8.6%

 

ibd1601403

Australia

4.4%

 

ibd1601405

Switzerland

4.1%

 

ibd1601407

Italy

3.8%

 

ibd1601409

Spain

2.6%

 

ibd1601411

Other

15.5%

 

ibd1601465

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

As of April 30, 2011

ibd1601393

France

21.7%

 

ibd1601395

Germany

14.6%

 

ibd1601397

United Kingdom

14.5%

 

ibd1601399

Japan

14.2%

 

ibd1601401

Switzerland

5.5%

 

ibd1601403

Italy

3.9%

 

ibd1601405

United States of America

3.4%

 

ibd1601407

Cayman Islands

3.0%

 

ibd1601409

Norway

2.4%

 

ibd1601411

Other

16.8%

 

ibd1601477

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

91.8

97.6

Short-Term Investments and Net Other Assets

8.2

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pernod Ricard SA (France, Beverages)

7.0

5.7

Christian Dior SA (France, Textiles, Apparel & Luxury Goods)

6.2

4.0

Porsche Automobil Holding SE (Germany) (Germany, Automobiles)

5.6

1.3

SAP AG (Germany, Software)

2.7

2.9

Mazda Motor Corp. (Japan, Automobiles)

2.3

2.6

Saipem SpA (Italy, Energy Equipment & Services)

1.5

2.3

The Swatch Group AG (Bearer) (Switzerland, Textiles, Apparel & Luxury Goods)

1.5

1.5

Imperial Tobacco Group PLC (United Kingdom, Tobacco)

1.5

1.9

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.4

1.0

WPP PLC (Bailiwick of Jersey, Media)

1.4

1.2

 

31.1

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

23.3

20.6

Financials

15.4

13.7

Consumer Staples

11.4

12.1

Materials

10.1

12.6

Industrials

7.5

10.8

Energy

6.6

14.6

Information Technology

6.6

7.6

Telecommunication Services

5.9

2.2

Health Care

3.1

2.1

Utilities

1.9

1.3

Annual Report

Fidelity Overseas Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 85.5%

Shares

Value

Australia - 4.4%

Australia & New Zealand Banking Group Ltd.

1,214,597

$ 27,448,154

BHP Billiton Ltd.

659,177

25,805,692

Commonwealth Bank of Australia

543,974

27,946,636

Macquarie Group Ltd.

439,886

11,326,499

Newcrest Mining Ltd.

667,135

23,580,019

TOTAL AUSTRALIA

116,107,000

Bailiwick of Jersey - 1.6%

Wolseley PLC

189,900

5,491,041

WPP PLC

3,658,375

37,875,145

TOTAL BAILIWICK OF JERSEY

43,366,186

Belgium - 2.5%

Anheuser-Busch InBev SA NV

557,112

30,899,753

Groupe Bruxelles Lambert SA

468,500

36,204,263

TOTAL BELGIUM

67,104,016

Bermuda - 0.3%

Li & Fung Ltd.

4,008,000

7,724,195

Brazil - 0.2%

BM&F Bovespa SA

1,062,400

6,341,486

Canada - 0.6%

Potash Corp. of Saskatchewan, Inc.

320,200

15,154,774

Cayman Islands - 2.3%

3SBio, Inc. sponsored ADR (a)

440,300

5,067,853

China Medical System Holding Ltd.

7,584,250

5,568,755

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

2,693,500

30,894,445

Minth Group Ltd.

11,902,000

12,349,112

Yingde Gases Group Co. Ltd.

7,799,100

8,317,251

TOTAL CAYMAN ISLANDS

62,197,416

Denmark - 0.9%

Danske Bank A/S (a)

493,663

6,840,172

Novo Nordisk A/S Series B

170,100

18,061,767

TOTAL DENMARK

24,901,939

Finland - 0.5%

Outotec Oyj

258,300

12,075,045

France - 21.4%

Accor SA

188,600

6,200,139

Alcatel-Lucent SA sponsored ADR (a)

4,144,600

11,356,204

Alstom SA

833,508

31,259,626

Atos Origin SA

205,351

9,952,167

AXA SA

882,837

14,380,093

BNP Paribas SA

387,126

17,599,180

Cap Gemini SA

253,800

9,736,202

Christian Dior SA

1,177,000

166,631,386

Compagnie Generale de Geophysique SA (a)

285,800

6,245,460

EDF SA

349,100

10,488,524

GDF Suez

272,000

7,722,273

 

Shares

Value

JC Decaux SA (a)

289,800

$ 7,766,415

Laurent-Perrier Group

100,819

10,394,494

Pernod Ricard SA

1,987,126

185,623,904

Safran SA

649,100

21,262,512

Sanofi-aventis

504,882

36,123,991

Vivendi

333,479

7,499,401

Wendel SA

152,300

11,373,040

TOTAL FRANCE

571,615,011

Germany - 10.0%

Allianz AG

330,245

37,115,086

BASF AG

177,414

13,059,381

Bayer AG

305,997

19,604,509

Deutsche Boerse AG

201,492

11,153,791

E.ON AG

670,598

16,249,990

HeidelbergCement AG

325,329

14,848,348

Linde AG

181,207

28,826,284

Metro AG

118,700

5,534,220

Munich Re Group

120,668

16,275,084

Puma AG

34,100

10,995,501

RWE AG

171,000

7,323,038

SAP AG

1,175,607

71,096,806

Siemens AG

147,088

15,420,124

TOTAL GERMANY

267,502,162

Hong Kong - 0.4%

China Unicom (Hong Kong) Ltd. sponsored ADR (d)

555,000

11,161,050

India - 0.6%

Bharti Airtel Ltd.

1,886,222

15,106,224

Ireland - 0.3%

CRH PLC

515,000

9,319,038

Italy - 3.8%

Ansaldo STS SpA

334,000

3,542,936

Assicurazioni Generali SpA

327,500

5,905,551

ENI SpA

772,300

17,073,321

Fiat Industrial SpA (a)

1,326,000

11,569,999

Intesa Sanpaolo SpA

4,961,601

8,864,470

Saipem SpA

911,169

40,855,324

Telecom Italia SpA

10,512,400

13,082,222

TOTAL ITALY

100,893,823

Japan - 11.7%

Hitachi Ltd.

4,459,000

23,895,659

Honda Motor Co. Ltd. sponsored ADR

918,500

27,463,150

Japan Tobacco, Inc.

5,295

26,468,654

Keyence Corp.

79,200

20,136,072

Komatsu Ltd.

448,400

11,088,024

Kubota Corp.

832,000

6,853,386

Mazda Motor Corp. (a)(d)

28,643,000

60,213,771

Mitsubishi Corp.

985,600

20,273,393

Mitsubishi UFJ Financial Group, Inc.

1,824,400

7,929,742

Mitsui & Co. Ltd.

629,200

9,184,049

NTT DoCoMo, Inc.

11,689

20,762,821

Common Stocks - continued

Shares

Value

Japan - continued

Rakuten, Inc.

21,988

$ 24,107,109

SOFTBANK CORP.

734,600

23,844,961

Tokyo Electron Ltd.

227,100

12,079,516

Toshiba Corp.

2,648,000

11,550,453

Toto Ltd.

727,000

6,045,774

TOTAL JAPAN

311,896,534

Luxembourg - 0.5%

ArcelorMittal SA Class A unit (d)

585,300

12,133,269

Mexico - 0.4%

Cemex SA de CV sponsored ADR (d)

2,631,800

11,500,966

Netherlands - 0.8%

AEGON NV (a)

1,703,200

8,123,645

ING Groep NV (Certificaten Van Aandelen) (a)

1,512,300

13,039,389

TOTAL NETHERLANDS

21,163,034

Norway - 1.3%

Aker Solutions ASA

1,572,717

18,290,363

DnB NOR ASA

752,800

8,781,946

Kvaerner ASA (a)

3,388,500

6,530,391

TOTAL NORWAY

33,602,700

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

1,194,607

10,752,920

Banco Santander SA:

rights 10/31/11

1,238,625

214,267

(Spain)

1,238,625

10,485,066

Distribuidora Internacional de Alimentacion SA (a)

377,987

1,728,833

Iberdrola SA

1,198,900

8,723,851

Inditex SA

142,852

13,000,284

Telefonica SA sponsored ADR (d)

1,113,900

23,804,043

TOTAL SPAIN

68,709,264

Sweden - 0.8%

Svenska Handelsbanken AB (A Shares)

454,400

13,096,266

Swedbank AB (A Shares)

534,900

7,535,883

TOTAL SWEDEN

20,632,149

Switzerland - 4.1%

Credit Suisse Group

318,706

9,194,430

Julius Baer Group Ltd.

125,480

4,767,253

Pargesa Holding SA

98,450

7,724,098

The Swatch Group AG (Bearer)

96,350

40,799,567

Transocean Ltd. (United States)

429,100

24,523,065

UBS AG (a)

894,783

11,311,676

Zurich Financial Services AG

47,010

10,917,484

TOTAL SWITZERLAND

109,237,573

Taiwan - 0.2%

HTC Corp.

252,000

5,663,335

 

Shares

Value

Turkey - 1.3%

Turkcell Iletisim Hizmet AS sponsored ADR (a)

2,312,300

$ 28,487,536

Turkiye Garanti Bankasi AS

1,580,000

5,575,682

TOTAL TURKEY

34,063,218

United Kingdom - 11.6%

AMEC PLC

541,579

8,060,803

Anglo American PLC (United Kingdom)

421,000

15,528,192

Barclays PLC

6,045,110

18,742,991

BG Group PLC

1,749,782

38,171,902

BHP Billiton PLC

985,136

31,027,214

British Sky Broadcasting Group PLC

880,300

9,966,517

Cairn Energy PLC (a)

3,409,715

16,154,402

Imperial Tobacco Group PLC

1,081,219

39,540,685

Lloyds Banking Group PLC (a)

18,687,110

9,665,340

Prudential PLC

899,265

9,290,341

Rio Tinto PLC

623,310

33,726,681

Rolls-Royce Group PLC

2,829,400

31,965,443

Rolls-Royce Group PLC Class C

195,228,600

313,967

Standard Chartered PLC (United Kingdom)

952,374

22,346,159

Xstrata PLC

1,514,900

25,471,121

TOTAL UNITED KINGDOM

309,971,758

United States of America - 0.4%

NII Holdings, Inc. (a)

420,700

9,899,071

TOTAL COMMON STOCKS

(Cost $2,415,469,001)


2,279,042,236

Nonconvertible Preferred Stocks - 6.3%

 

 

 

 

Germany - 6.3%

Porsche Automobil Holding SE (Germany)

2,531,750

148,503,851

Volkswagen AG

115,668

20,297,250

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $177,964,851)


168,801,101

Money Market Funds - 6.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

110,810,907

110,810,907

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

53,871,515

53,871,515

TOTAL MONEY MARKET FUNDS

(Cost $164,682,422)


164,682,422

TOTAL INVESTMENT PORTFOLIO - 98.0%

(Cost $2,758,116,274)

2,612,525,759

NET OTHER ASSETS (LIABILITIES) - 2.0%

53,129,568

NET ASSETS - 100%

$ 2,665,655,327

Legend

(a) Non-income producing

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

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

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

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

$ 160,159

Fidelity Securities Lending Cash Central Fund

5,191,463

Total

$ 5,351,622

Other Affiliated Issuers

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

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Bulgari SpA

$ 203,182,267

$ -

$ 281,121,110

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

France

$ 571,615,011

$ 529,245,560

$ 42,369,451

$ -

Germany

436,303,263

349,786,333

86,516,930

-

Japan

311,896,534

27,463,150

284,433,384

-

United Kingdom

309,971,758

207,519,191

102,452,567

-

Australia

116,107,000

-

116,107,000

-

Switzerland

109,237,573

88,731,467

20,506,106

-

Italy

100,893,823

70,738,280

30,155,543

-

Spain

68,709,264

47,471,278

21,237,986

-

Belgium

67,104,016

36,204,263

30,899,753

-

Other

356,005,095

214,857,239

141,147,856

-

Money Market Funds

164,682,422

164,682,422

-

-

Total Investments in Securities:

$ 2,612,525,759

$ 1,736,699,183

$ 875,826,576

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,404,099,728 of which $464,379,963 and $939,719,765 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Overseas Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $50,400,053) - See accompanying schedule:

Unaffiliated issuers (cost $2,593,433,852)

$ 2,447,843,337

 

Fidelity Central Funds (cost $164,682,422)

164,682,422

 

Total Investments (cost $2,758,116,274)

 

$ 2,612,525,759

Receivable for investments sold

110,952,123

Receivable for fund shares sold

1,634,900

Dividends receivable

5,965,239

Distributions receivable from Fidelity Central Funds

23,470

Prepaid expenses

9,074

Other receivables

678,463

Total assets

2,731,789,028

 

 

 

Liabilities

Payable for investments purchased

$ 6,836,279

Payable for fund shares redeemed

3,967,436

Accrued management fee

600,742

Other affiliated payables

587,074

Other payables and accrued expenses

270,655

Collateral on securities loaned, at value

53,871,515

Total liabilities

66,133,701

 

 

 

Net Assets

$ 2,665,655,327

Net Assets consist of:

 

Paid in capital

$ 4,192,677,485

Undistributed net investment income

64,516,366

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

(1,445,970,878)

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

(145,567,646)

Net Assets

$ 2,665,655,327

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($2,215,717,141 ÷ 75,674,848 shares)

$ 29.28

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($291,322,522 ÷ 9,945,947 shares)

$ 29.29

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($158,615,664 ÷ 5,416,305 shares)

$ 29.28

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 106,408,357

Interest

 

341

Income from Fidelity Central Funds (including $5,191,463 from security lending)

 

5,351,622

Income before foreign taxes withheld

 

111,760,320

Less foreign taxes withheld

 

(10,352,518)

Total income

 

101,407,802

 

 

 

Expenses

Management fee
Basic fee

$ 33,992,894

Performance adjustment

(12,048,698)

Transfer agent fees

9,056,901

Accounting and security lending fees

1,552,334

Custodian fees and expenses

591,988

Independent trustees' compensation

28,317

Depreciation in deferred trustee compensation account

(202)

Registration fees

55,135

Audit

96,290

Legal

31,934

Interest

11,891

Miscellaneous

69,904

Total expenses before reductions

33,438,688

Expense reductions

(2,850,941)

30,587,747

Net investment income (loss)

70,820,055

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

153,344,292

Other affiliated issuers

128,743,195

 

Foreign currency transactions

507,807

Total net realized gain (loss)

 

282,595,294

Change in net unrealized appreciation (depreciation) on:

Investment securities

(435,576,882)

Assets and liabilities in foreign currencies

(825,030)

Total change in net unrealized appreciation (depreciation)

 

(436,401,912)

Net gain (loss)

(153,806,618)

Net increase (decrease) in net assets resulting from operations

$ (82,986,563)

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 70,820,055

$ 98,164,015

Net realized gain (loss)

282,595,294

180,555,258

Change in net unrealized appreciation (depreciation)

(436,401,912)

94,849,228

Net increase (decrease) in net assets resulting from operations

(82,986,563)

373,568,501

Distributions to shareholders from net investment income

(92,196,839)

(108,455,793)

Distributions to shareholders from net realized gain

-

(2,308,848)

Total distributions

(92,196,839)

(110,764,641)

Share transactions - net increase (decrease)

(3,671,962,139)

(771,649,789)

Redemption fees

112,180

54,523

Total increase (decrease) in net assets

(3,847,033,361)

(508,791,406)

 

 

 

Net Assets

Beginning of period

6,512,688,688

7,021,480,094

End of period (including undistributed net investment income of $64,516,366 and undistributed net investment income of $85,893,161, respectively)

$ 2,665,655,327

$ 6,512,688,688

Financial Highlights - Overseas

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.56

$ 30.13

$ 25.43

$ 58.39

$ 47.08

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

.42

.52

.55

.70

Net realized and unrealized gain (loss)

  (2.27)

1.49

4.55

(27.19)

15.80

Total from investment operations

  (1.80)

1.91

5.07

(26.64)

16.50

Distributions from net investment income

  (.48)

(.47)

(.37)

(.57)

(.55)

Distributions from net realized gain

  -

(.01)

-

(5.75)

(4.64)

Total distributions

  (.48)

(.48)

(.37)

(6.32)

(5.19)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 29.28

$ 31.56

$ 30.13

$ 25.43

$ 58.39

Total Return A

  (5.83)%

6.33%

20.44%

(50.88)%

38.79%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of fee waivers, if any

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of all reductions

  .67%

.85%

.98%

1.10%

.91%

Net investment income (loss)

  1.44%

1.41%

2.01%

1.33%

1.43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,215,717

$ 5,548,689

$ 6,602,017

$ 5,464,901

$ 9,543,353

Portfolio turnover rate D

  77%

111%

115%

113%

87%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 31.59

$ 30.16

$ 25.45

$ 45.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .52

.47

.59

.13

Net realized and unrealized gain (loss)

  (2.27)

1.50

4.54

(19.68)

Total from investment operations

  (1.75)

1.97

5.13

(19.55)

Distributions from net investment income

  (.55)

(.53)

(.42)

-

Distributions from net realized gain

  -

(.01)

-

-

Total distributions

  (.55)

(.54)

(.42)

-

Redemption fees added to paid in capital D,I

  -

-

-

-

Net asset value, end of period

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Total Return B,C

  (5.67)%

6.55%

20.73%

(43.44)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .56%

.69%

.78%

.96% A

Expenses net of fee waivers, if any

  .55%

.69%

.78%

.96% A

Expenses net of all reductions

  .50%

.66%

.74%

.93% A

Net investment income (loss)

  1.61%

1.60%

2.25%

1.08% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 291,323

$ 368,004

$ 383,048

$ 44,277

Portfolio turnover rate F

  77%

111%

115%

113%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 31.58

$ 30.15

$ 26.62

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .54

.48

.07

Net realized and unrealized gain (loss)

  (2.27)

1.51

3.46

Total from investment operations

  (1.73)

1.99

3.53

Distributions from net investment income

  (.57)

(.55)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  (.57)

(.56)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 29.28

$ 31.58

$ 30.15

Total Return B,C

  (5.62)%

6.60%

13.26%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  .51%

.64%

.68% A

Expenses net of fee waivers, if any

  .50%

.64%

.68% A

Expenses net of all reductions

  .45%

.60%

.64% A

Net investment income (loss)

  1.67%

1.66%

.70% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 158,616

$ 595,995

$ 36,415

Portfolio turnover rate F

  77%

111%

115%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Overseas Fund (the Fund) is a fund of Fidelity Investment Trust (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 Overseas, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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 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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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 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

$ 141,984,065

Gross unrealized depreciation

(330,927,046)

Net unrealized appreciation (depreciation) on securities and other investments

$ (188,942,981)

 

 

Tax Cost

$ 2,801,468,740

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 66,157,333

Capital Loss Carryfoward

$ (1,404,099,728)

Net unrealized appreciation (depreciation)

$ (188,920,112)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 92,196,839

$ 110,764,641

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,586,445,773 and $7,406,044,368, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Overseas as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .46% of the Fund's average net assets.

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 Overseas. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Overseas

$ 8,886,248

.23

Class K

170,653

.05

 

$ 9,056,901

 

Annual Report

Notes to Financial Statements - continued

5. 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 the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,611 for the period.

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 29,270,410

.38%

$ 11,891

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $16,069 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 and includes $7,328 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $375,674.

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 $2,474,743 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 $524.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Overseas

$ 75,897,727

$ 100,374,591

Class K

6,408,873

6,711,130

Class F

9,890,239

1,370,072

Total

$ 92,196,839

$ 108,455,793

From net realized gain

 

 

Overseas

$ -

$ 2,158,312

Class K

-

126,111

Class F

-

24,425

Total

$ -

$ 2,308,848

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Overseas

 

 

 

 

Shares sold

10,588,919

36,113,789

$ 338,680,110

$ 1,067,886,397

Reinvestment of distributions

2,356,512

3,238,247

75,196,294

101,747,555

Shares redeemed

(113,084,725)

(82,678,886)

(3,611,089,764)

(2,430,908,864)

Net increase (decrease)

(100,139,294)

(43,326,850)

$ (3,197,213,360)

$ (1,261,274,912)

Class K

 

 

 

 

Shares sold

4,129,689

5,090,117

$ 128,992,232

$ 151,156,491

Reinvestment of distributions

201,094

217,803

6,408,873

6,837,242

Shares redeemed

(6,034,878)

(6,358,836)

(198,074,826)

(189,093,826)

Net increase (decrease)

(1,704,095)

(1,050,916)

$ (62,673,721)

$ (31,100,093)

Class F

 

 

 

 

Shares sold

12,066,248

22,173,982

$ 388,123,231

$ 652,570,206

Reinvestment of distributions

310,526

44,465

9,890,239

1,394,498

Shares redeemed

(25,830,866)

(4,555,729)

(810,088,528)

(133,239,488)

Net increase (decrease)

(13,454,092)

17,662,718

$ (412,075,058)

$ 520,725,216

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Overseas Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Overseas Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Overseas Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report

Fidelity Worldwide Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011
to October 31, 2011

Class A

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 874.80

$ 6.57

HypotheticalA

 

$ 1,000.00

$ 1,018.20

$ 7.07

Class T

1.69%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 7.98

HypotheticalA

 

$ 1,000.00

$ 1,016.69

$ 8.59

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 871.50

$ 10.00

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 871.70

$ 10.10

HypotheticalA

 

$ 1,000.00

$ 1,014.42

$ 10.87

Worldwide

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 876.50

$ 4.97

HypotheticalA

 

$ 1,000.00

$ 1,019.91

$ 5.35

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 876.20

$ 5.25

HypotheticalA

 

$ 1,000.00

$ 1,019.61

$ 5.65

A 5% return per year before expenses

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

Annual Report

Fidelity Worldwide Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Fidelity Worldwide Fund

3.32%

1.61%

6.52%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Worldwide Fund, a class of the fund, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI World Index performed over the same period.

ibd1601479

Annual Report

Fidelity Worldwide Fund


Management's Discussion of Fund Performance

Market Recap: Global equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about sovereign debt in Europe, a devastating earthquake/tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China, gridlock over raising the debt ceiling in the U.S.- along with Standard & Poor's downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth caused markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as better-than-expected U.S. economic data and prospects for a resolution to the European debt debacle prompted buyers to storm back onto the scene in search of bargains. Those gains - along with favorable currency fluctuations overall - helped lift the MSCI® ACWI® (All Country World Index) Index 0.75% for the year. Within the index, Europe and emerging markets declined the most, with many countries in these areas sustaining steep losses. By contrast, the U.S. (+8%), which dominates the index, delivered a positive result, as did Australia (+4%) and Switzerland (+3%). Japan showed resilience in the wake of its natural disasters, falling only 2%.

Comments from William Kennedy, Lead Portfolio Manager of Fidelity® Worldwide Fund and manager of its non-U.S. equity subportfolio, and Co-Portfolio Manager Stephen DuFour, who manages the fund's U.S. equity subportfolio: For the 12 months ending October 31, 2011, the fund's Retail Class shares returned 3.32%, versus 2.12% for the MSCI® World Index. Stock selection aided relative results, particularly in the U.S., but also in Japan and Canada. Standouts included Green Mountain Coffee Roasters, maker of the Keurig® coffee system, whose stock rallied during our ownership, following the launch of a new machine and new brands. Shares of beauty products company Estee Lauder benefited from growing overseas demand, product introductions and improved operations. Card processor MasterCard saw a sizable share price gain, fueled by strong volume growth as more payments worldwide were made with plastic. Conversely, security selection and currency exposure in emerging markets detracted, as did positioning in Europe and Asia Pacific ex Japan. The fund's small cash position also hurt. Individual disappointments included France-based network equipment company Alcatel-Lucent, whose stock declined when the company failed to execute on its turnaround plan. Untimely ownership of commercial roofing supplier Carlisle Companies detracted, as did our lack of exposure to tech giant and index component International Business Machines, which rallied nicely. Some of the stocks mentioned were not in the index, and some were not in the portfolio at period end.

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

Annual Report

Fidelity Worldwide Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

ibd1601393

United States of America

52.8%

 

ibd1601395

United Kingdom

9.8%

 

ibd1601397

Japan

7.0%

 

ibd1601399

France

4.3%

 

ibd1601401

Switzerland

3.2%

 

ibd1601403

Germany

2.7%

 

ibd1601405

Canada

2.1%

 

ibd1601407

Netherlands

1.6%

 

ibd1601409

Australia

1.5%

 

ibd1601411

Other

15.0%

 

ibd1601491

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

As of April 30, 2011

ibd1601393

United States of America

48.4%

 

ibd1601395

United Kingdom

9.9%

 

ibd1601397

Japan

7.4%

 

ibd1601399

France

5.9%

 

ibd1601401

Germany

4.1%

 

ibd1601403

Canada

3.2%

 

ibd1601405

Switzerland

2.4%

 

ibd1601407

Netherlands

2.1%

 

ibd1601409

Australia

1.9%

 

ibd1601411

Other

14.7%

 

ibd1601503

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

94.8

Bonds

0.0

0.1

Short-Term Investments and Net Other Assets

3.4

5.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Intuit, Inc. (United States of America, Software)

2.7

1.1

Citigroup, Inc. (United States of America, Diversified Financial Services)

2.6

0.0

Edwards Lifesciences Corp. (United States of America, Health Care Equipment & Supplies)

2.2

1.1

Exxon Mobil Corp. (United States of America, Oil, Gas & Consumable Fuels)

2.1

1.8

MasterCard, Inc. Class A (United States of America, IT Services)

2.1

0.5

Prologis, Inc. (United States of America, Real Estate Investment Trusts)

1.8

0.0

Union Pacific Corp. (United States of America, Road & Rail)

1.8

0.0

Apple, Inc. (United States of America, Computers & Peripherals)

1.8

1.3

Perrigo Co. (United States of America, Pharmaceuticals)

1.6

1.2

British American Tobacco PLC

1.6

0.3

 

20.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

14.2

Consumer Discretionary

14.7

14.7

Information Technology

14.3

15.6

Energy

11.4

12.6

Health Care

10.7

12.1

Consumer Staples

9.4

7.2

Industrials

9.2

9.5

Materials

4.3

5.0

Telecommunication Services

3.0

3.0

Utilities

1.4

1.0

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 1.5%

Australia & New Zealand Banking Group Ltd.

244,941

$ 5,535,316

carsales.com Ltd. (d)

238,660

1,233,872

Commonwealth Bank of Australia

73,520

3,777,086

Fortescue Metals Group Ltd.

218,016

1,095,164

Macquarie Group Ltd.

17,973

462,782

Newcrest Mining Ltd.

92,133

3,256,459

WorleyParsons Ltd.

61,305

1,779,531

TOTAL AUSTRALIA

17,140,210

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,500

189,217

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

49,599

550,379

Bailiwick of Jersey - 0.9%

Experian PLC

176,600

2,301,886

Shire PLC

132,800

4,168,784

Velti PLC (a)

32,500

273,650

Wolseley PLC

106,760

3,087,012

TOTAL BAILIWICK OF JERSEY

9,831,332

Belgium - 0.1%

Anheuser-Busch InBev SA NV

26,911

1,492,596

Bermuda - 0.4%

African Minerals Ltd. (a)

177,200

1,258,868

Cheung Kong Infrastructure Holdings Ltd.

401,000

2,148,044

Li & Fung Ltd.

516,000

994,432

Noble Group Ltd.

529,363

646,120

TOTAL BERMUDA

5,047,464

Brazil - 1.0%

Anhanguera Educacional Participacoes SA

113,300

1,665,982

Arezzo Industria e Comercio SA

51,200

676,823

Itau Unibanco Banco Multiplo SA sponsored ADR

78,300

1,497,096

Qualicorp SA

341,000

3,117,692

Souza Cruz Industria Comerico

199,500

2,446,698

TIM Participacoes SA sponsored ADR

82,378

2,145,123

TOTAL BRAZIL

11,549,414

British Virgin Islands - 0.2%

Arcos Dorados Holdings, Inc.

45,500

1,064,700

Mail.ru Group Ltd. GDR (Reg. S)

43,800

1,508,910

TOTAL BRITISH VIRGIN ISLANDS

2,573,610

Canada - 2.1%

Canadian Natural Resources Ltd.

34,200

1,206,272

InterOil Corp. (a)

10,500

498,855

Keyera Corp.

401,000

18,291,087

 

Shares

Value

Open Text Corp. (a)

41,800

$ 2,558,277

Trinidad Drilling Ltd.

206,900

1,618,920

TOTAL CANADA

24,173,411

Cayman Islands - 1.3%

Airtac International Group

156,000

873,143

Belle International Holdings Ltd.

668,000

1,310,100

Biostime International Holdings Ltd.

496,500

885,400

Bosideng International Holdings Ltd.

2,392,000

659,415

China Kanghui Holdings sponsored ADR (a)(d)

105,800

1,657,886

China Mengniu Dairy Co. Ltd.

386,000

1,229,987

China ZhengTong Auto Services Holdings Ltd.

934,000

1,011,347

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

52,800

1,840,608

Hengdeli Holdings Ltd.

1,388,000

622,264

Microport Scientific Corp.

738,000

417,124

Sands China Ltd. (a)

1,038,800

3,121,789

Shenguan Holdings Group Ltd.

1,912,000

1,027,233

TOTAL CAYMAN ISLANDS

14,656,296

China - 0.7%

Baidu.com, Inc. sponsored ADR (a)

25,000

3,504,500

China Telecom Corp. Ltd. (H Shares)

2,586,000

1,596,615

SINA Corp. (a)(d)

18,600

1,511,994

Zhaojin Mining Industry Co. Ltd. (H Shares)

511,000

912,331

TOTAL CHINA

7,525,440

Curacao - 0.5%

Schlumberger Ltd.

72,000

5,289,840

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)

12,322

13,673

Denmark - 0.9%

Novo Nordisk A/S Series B

54,816

5,820,540

William Demant Holding A/S (a)

51,300

4,093,123

TOTAL DENMARK

9,913,663

Finland - 0.4%

Amer Group PLC (A Shares)

79,900

1,104,630

Nokian Tyres PLC

78,500

2,884,290

TOTAL FINLAND

3,988,920

France - 4.3%

Air Liquide SA

18,600

2,413,176

Arkema SA

26,330

1,801,317

Atos Origin SA

55,730

2,700,909

AXA SA

231,637

3,773,020

BNP Paribas SA

77,588

3,527,237

Club Mediterranee SA (a)

26,800

508,484

Danone

76,600

5,332,139

Iliad SA

38,014

4,449,549

Ipsos SA

3,300

108,372

JC Decaux SA (a)

37,500

1,004,971

Common Stocks - continued

Shares

Value

France - continued

LVMH Moet Hennessy - Louis Vuitton

33,579

$ 5,588,015

Pernod-Ricard SA

17,814

1,664,064

PPR SA

21,450

3,351,398

Safran SA

51,200

1,677,154

Sanofi-aventis

59,011

4,222,200

Sanofi-aventis sponsored ADR

70,000

2,502,500

Schneider Electric SA

24,592

1,451,502

Societe Generale Series A

55,400

1,617,696

Unibail-Rodamco

6,389

1,277,631

TOTAL FRANCE

48,971,334

Germany - 2.2%

Aareal Bank AG (a)

69,248

1,407,777

Allianz AG

22,281

2,504,084

Bayer AG

46,647

2,988,564

Bayerische Motoren Werke AG (BMW)

42,702

3,490,168

Commerzbank AG (a)

260,100

641,795

Deutsche Bank AG

64,100

2,650,826

Fresenius Medical Care AG & Co. KGaA

52,700

3,839,525

GEA Group AG

52,982

1,463,870

Gerry Weber International AG (Bearer)

19,400

604,072

Kabel Deutschland Holding AG (a)

54,900

3,134,774

Siemens AG

20,658

2,165,703

TOTAL GERMANY

24,891,158

Hong Kong - 0.7%

AIA Group Ltd.

1,010,800

3,090,763

China Unicom (Hong Kong) Ltd.

776,000

1,560,238

I.T Ltd.

798,000

496,991

Techtronic Industries Co. Ltd.

3,575,500

3,093,641

TOTAL HONG KONG

8,241,633

India - 0.8%

Apollo Hospitals Enterprise Ltd.

164,788

1,756,036

Bharti Airtel Ltd.

350,401

2,806,264

Housing Development Finance Corp. Ltd.

166,070

2,337,075

Larsen & Toubro Ltd.

16,958

489,178

Shriram Transport Finance Co. Ltd.

41,265

516,600

The Jammu & Kashmir Bank Ltd.

30,114

519,252

Titan Industries Ltd.

175,420

779,023

TOTAL INDIA

9,203,428

Indonesia - 0.3%

PT Astra International Tbk

82,000

632,282

PT Sarana Menara Nusantara Tbk (a)

913,000

923,098

PT Tower Bersama Infrastructure Tbk

3,992,500

929,188

PT XL Axiata Tbk

1,171,500

655,208

TOTAL INDONESIA

3,139,776

Ireland - 0.6%

Accenture PLC Class A

43,600

2,627,336

 

Shares

Value

James Hardie Industries NV CDI (a)

297,856

$ 1,929,373

Kenmare Resources PLC (a)

321,500

209,762

Paddy Power PLC (Ireland)

45,700

2,529,769

TOTAL IRELAND

7,296,240

Israel - 0.3%

Check Point Software Technologies Ltd. (a)

32,400

1,867,212

Israel Chemicals Ltd.

81,400

979,495

TOTAL ISRAEL

2,846,707

Italy - 0.6%

Intesa Sanpaolo SpA

509,546

910,362

Prada SpA

144,900

716,306

Prysmian SpA

104,600

1,585,078

Saipem SpA

84,317

3,780,636

TOTAL ITALY

6,992,382

Japan - 7.0%

ABC-Mart, Inc.

84,500

3,309,601

Aozora Bank Ltd.

566,000

1,431,046

Asics Corp.

200,000

2,651,771

Calbee, Inc. (d)

42,800

1,951,360

Canon, Inc.

94,450

4,288,371

Cosmos Pharmaceutical Corp.

47,300

2,194,224

Credit Saison Co. Ltd.

76,100

1,485,195

DeNA Co. Ltd.

46,400

2,002,954

Denso Corp.

69,500

2,137,626

Digital Garage, Inc. (a)

170

556,650

Don Quijote Co. Ltd.

84,700

3,103,052

Fanuc Corp.

21,200

3,428,272

Honda Motor Co. Ltd.

108,200

3,235,999

Japan Retail Fund Investment Corp.

157

243,063

Japan Tobacco, Inc.

1,306

6,528,435

JS Group Corp.

91,700

1,923,116

JSR Corp.

126,300

2,411,388

Kakaku.com, Inc.

43,300

1,714,683

KDDI Corp.

618

4,527,650

Keyence Corp.

10,400

2,644,131

Misumi Group, Inc.

70,500

1,467,103

Mitsubishi Corp.

136,300

2,803,636

Mitsubishi Estate Co. Ltd.

87,000

1,473,711

Mitsubishi UFJ Financial Group, Inc.

837,800

3,641,492

ORIX Corp.

73,700

6,433,011

Rakuten, Inc.

3,737

4,097,156

So-net M3, Inc.

320

1,447,362

SOFTBANK CORP.

59,800

1,941,095

Start Today Co. Ltd.

165,300

3,497,242

Tokyo Electron Ltd.

19,400

1,031,892

TOTAL JAPAN

79,602,287

Korea (South) - 1.1%

Hyundai Motor Co.

11,637

2,334,815

Kia Motors Corp.

27,270

1,741,809

Common Stocks - continued

Shares

Value

Korea (South) - continued

LG Household & Health Care Ltd.

3,087

$ 1,389,000

NHN Corp. (a)

3,893

809,131

Orion Corp.

6,624

3,540,417

Samsung Electronics Co. Ltd.

1,927

1,652,691

Shinhan Financial Group Co. Ltd.

22,350

887,039

TOTAL KOREA (SOUTH)

12,354,902

Luxembourg - 0.6%

Brait SA

516,600

1,236,773

Millicom International Cellular SA

11,500

1,263,850

Millicom International Cellular SA (depositary receipt)

27,200

2,997,630

Samsonite International SA

934,200

1,520,025

TOTAL LUXEMBOURG

7,018,278

Mexico - 0.2%

Wal-Mart de Mexico SA de CV Series V

1,042,400

2,692,836

Netherlands - 1.6%

AEGON NV (a)

292,700

1,396,073

ASML Holding NV

60,800

2,549,344

Gemalto NV

106,288

4,849,622

ING Groep NV (Certificaten Van Aandelen) (a)

654,400

5,642,383

Koninklijke Philips Electronics NV

77,500

1,613,528

Randstad Holdings NV

45,325

1,616,744

TOTAL NETHERLANDS

17,667,694

Norway - 0.5%

Aker Solutions ASA

105,900

1,231,594

DnB NOR ASA

367,800

4,290,648

TOTAL NORWAY

5,522,242

Philippines - 0.1%

Alliance Global Group, Inc.

6,500,000

1,616,043

Poland - 0.2%

Eurocash SA

232,100

1,860,945

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

279,659

1,282,610

Singapore - 0.1%

Avago Technologies Ltd.

41,000

1,384,570

South Africa - 0.4%

AngloGold Ashanti Ltd. sponsored ADR

44,700

2,020,887

Sanlam Ltd.

311,800

1,164,884

Shoprite Holdings Ltd.

125,400

1,837,793

TOTAL SOUTH AFRICA

5,023,564

Spain - 0.7%

Banco Bilbao Vizcaya Argentaria SA

135,154

1,216,551

Banco Santander SA:

rights 10/31/11

356,566

61,681

(Spain)

356,566

3,018,362

Inditex SA

17,582

1,600,055

 

Shares

Value

Prosegur Compania de Seguridad SA (Reg.)

19,900

$ 992,803

Viscofan Envolturas Celulosicas SA

31,300

1,204,620

TOTAL SPAIN

8,094,072

Sweden - 0.6%

Elekta AB (B Shares)

13,000

520,235

Intrum Justitia AB

14,200

233,597

Meda AB (A Shares)

107,400

1,097,137

Swedbank AB (A Shares)

195,000

2,747,237

Swedish Match Co.

65,600

2,269,997

TOTAL SWEDEN

6,868,203

Switzerland - 3.2%

ACE Ltd.

41,000

2,958,150

Adecco SA (Reg.)

34,229

1,654,210

Compagnie Financiere Richemont SA Series A

16,640

952,835

Kuehne & Nagel International AG

10,620

1,322,735

Nestle SA

164,083

9,517,207

Partners Group Holding

12,748

2,389,660

Schindler Holding AG (participation certificate)

31,036

3,649,838

The Swatch Group AG (Bearer)

5,440

2,303,577

Transocean Ltd. (United States)

47,100

2,691,765

UBS AG (a)

323,960

4,095,441

Zurich Financial Services AG

19,138

4,444,561

TOTAL SWITZERLAND

35,979,979

Taiwan - 0.3%

Catcher Technology Co. Ltd.

317,000

1,766,168

WPG Holding Co. Ltd.

955,930

1,154,290

TOTAL TAIWAN

2,920,458

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

514,000

863,328

United Arab Emirates - 0.1%

First Gulf Bank PJSC

130,740

553,500

United Kingdom - 9.8%

Aberdeen Asset Management PLC

474,742

1,469,699

Aggreko PLC

30,300

834,231

Anglo American PLC (United Kingdom)

68,818

2,538,288

Ashmore Group PLC

187,900

1,042,524

Aviva PLC

363,200

1,981,831

Barclays PLC

1,257,259

3,898,158

BG Group PLC

291,563

6,360,515

BHP Billiton PLC

261,599

8,239,155

BP PLC

567,469

4,176,690

British American Tobacco PLC:

(United Kingdom)

222,000

10,180,670

sponsored ADR

92,400

8,523,900

British Land Co. PLC

332,855

2,732,693

Burberry Group PLC

106,200

2,290,305

Carphone Warehouse Group PLC

852,279

4,810,929

Common Stocks - continued

Shares

Value

United Kingdom - continued

Diageo PLC

100,557

$ 2,081,493

GlaxoSmithKline PLC

153,700

3,450,034

HSBC Holdings PLC (United Kingdom)

580,528

5,066,231

Imperial Tobacco Group PLC

85,378

3,122,313

International Personal Finance PLC

517,515

2,282,078

Jazztel PLC (a)

228,700

1,322,961

Legal & General Group PLC

1,800,381

3,199,387

Lloyds Banking Group PLC (a)

2,775,954

1,435,778

Micro Focus International PLC

116,800

637,897

National Grid PLC

273,500

2,719,655

Ocado Group PLC (a)(d)

898,900

1,353,815

Reckitt Benckiser Group PLC

19,141

984,426

Royal Dutch Shell PLC Class B

371,168

13,319,306

Royalblue Group PLC

15,700

410,797

SuperGroup PLC (a)(d)

65,400

656,300

The Weir Group PLC

37,100

1,144,956

Ultra Electronics Holdings PLC

32,400

829,522

Vodafone Group PLC

2,115,200

5,874,342

Vodafone Group PLC sponsored ADR

47,212

1,314,382

Xstrata PLC

81,600

1,372,000

TOTAL UNITED KINGDOM

111,657,261

United States of America - 49.4%

Alexion Pharmaceuticals, Inc. (a)

173,000

11,679,230

Amazon.com, Inc. (a)

17,800

3,800,478

American Express Co.

182,100

9,217,902

Ameriprise Financial, Inc.

83,000

3,874,440

Apple, Inc. (a)

49,600

20,077,088

BB&T Corp.

38,000

886,920

Beam, Inc.

25,000

1,235,750

Biogen Idec, Inc. (a)

76,300

8,878,268

Cabot Oil & Gas Corp.

66,000

5,129,520

Chevron Corp.

143,000

15,022,150

Citigroup, Inc.

917,100

28,971,189

Citrix Systems, Inc. (a)

167,209

12,177,831

Cognizant Technology Solutions Corp. Class A (a)

61,600

4,481,400

Collective Brands, Inc. (a)

181,000

2,644,410

CSX Corp.

344,000

7,640,240

Cummins, Inc.

169,400

16,843,442

Discover Financial Services

384,100

9,049,396

Duke Energy Corp.

88,000

1,796,960

Edwards Lifesciences Corp. (a)

329,000

24,813,180

El Paso Electric Co.

60,750

1,945,823

Elizabeth Arden, Inc. (a)

76,000

2,605,280

EQT Corp.

257,000

16,319,500

Estee Lauder Companies, Inc. Class A

115,000

11,321,750

Exxon Mobil Corp.

309,000

24,129,810

Fifth Third Bancorp

381,000

4,575,810

Fiserv, Inc. (a)

7,000

412,090

Fossil, Inc. (a)

2,900

300,614

 

Shares

Value

Freeport-McMoRan Copper & Gold, Inc.

112,000

$ 4,509,120

G-III Apparel Group Ltd. (a)

189,600

5,344,824

Gilead Sciences, Inc. (a)

122,000

5,082,520

Google, Inc. Class A (a)

6,500

3,852,160

Green Mountain Coffee Roasters, Inc. (a)

8,900

578,678

Informatica Corp. (a)

144,100

6,556,550

IntercontinentalExchange, Inc. (a)

13,000

1,688,440

InterMune, Inc. (a)

37,000

943,500

Intuit, Inc.

576,000

30,913,915

iRobot Corp. (a)

177,000

5,993,220

JCPenney Co., Inc.

31,000

994,480

JPMorgan Chase & Co.

105,000

3,649,800

Lincoln National Corp.

367,000

6,991,350

Lorillard, Inc.

8,000

885,280

MasterCard, Inc. Class A

69,100

23,994,284

McDonald's Corp.

118,500

11,002,725

Motorola Solutions, Inc.

20,000

938,200

National Oilwell Varco, Inc.

82,000

5,849,060

Nu Skin Enterprises, Inc. Class A

132,000

6,669,960

ONEOK, Inc.

37,000

2,813,850

Perrigo Co.

207,000

18,687,960

Polypore International, Inc. (a)

139,100

7,295,795

PPL Corp.

145,000

4,258,650

Prestige Brands Holdings, Inc. (a)

296,120

3,132,950

Priceline.com, Inc. (a)

4,000

2,030,880

Prologis, Inc.

681,600

20,284,416

PulteGroup, Inc. (a)

807,000

4,180,260

Ralph Lauren Corp.

14,000

2,223,060

RF Micro Devices, Inc. (a)

991,700

7,279,078

Riverbed Technology, Inc. (a)

28,000

772,240

salesforce.com, Inc. (a)

56,000

7,457,520

Sirius XM Radio, Inc. (a)(d)

3,900,000

6,981,000

Smithfield Foods, Inc. (a)

186,000

4,251,960

Starbucks Corp.

281,000

11,897,540

Target Corp.

81,000

4,434,750

TJX Companies, Inc.

176,000

10,371,680

Torchmark Corp.

57,000

2,333,010

Union Pacific Corp.

202,000

20,113,140

United Technologies Corp.

65,000

5,068,700

UnitedHealth Group, Inc.

273,900

13,144,461

Virgin Media, Inc.

98,000

2,389,240

W.R. Grace & Co. (a)

323,000

13,498,170

Wells Fargo & Co.

246,000

6,373,860

Williams Companies, Inc.

85,000

2,559,350

TOTAL UNITED STATES OF AMERICA

560,102,057

TOTAL COMMON STOCKS

(Cost $1,032,697,154)


1,088,582,952

Nonconvertible Preferred Stocks - 0.6%

Shares

Value

Germany - 0.5%

ProSiebenSat.1 Media AG

2,200

$ 47,191

Volkswagen AG

34,600

6,071,557

TOTAL GERMANY

6,118,748

Italy - 0.1%

Fiat Industrial SpA (a)

118,500

727,141

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,541,680)


6,845,889

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

41,886,340

41,886,340

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

12,725,485

12,725,485

TOTAL MONEY MARKET FUNDS

(Cost $54,611,825)


54,611,825

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $1,092,850,659)

1,150,040,666

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(15,367,874)

NET ASSETS - 100%

$ 1,134,672,792

Legend

(a) Non-income producing

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

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

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

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

$ 77,687

Fidelity Securities Lending Cash Central Fund

199,692

Total

$ 277,379

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 560,102,057

$ 560,102,057

$ -

$ -

United Kingdom

111,657,261

49,233,918

62,423,343

-

Japan

79,602,287

-

79,602,287

-

France

48,971,334

44,749,134

4,222,200

-

Switzerland

35,979,979

31,884,538

4,095,441

-

Germany

31,009,906

22,353,852

8,656,054

-

Canada

24,173,411

24,173,411

-

-

Netherlands

17,667,694

9,015,710

8,651,984

-

Australia

17,140,210

-

17,140,210

-

Other

169,124,702

95,926,624

73,198,078

-

Money Market Funds

54,611,825

54,611,825

-

-

Total Investments in Securities:

$ 1,150,040,666

$ 892,051,069

$ 257,989,597

$ -

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

Investments in Securities:

Beginning Balance

$ 34,550

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(34,550)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $43,909,944 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Worldwide Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,527,651) - See accompanying schedule:

Unaffiliated issuers (cost $1,038,238,834)

$ 1,095,428,841

 

Fidelity Central Funds (cost $54,611,825)

54,611,825

 

Total Investments (cost $1,092,850,659)

 

$ 1,150,040,666

Foreign currency held at value (cost $12)

12

Receivable for investments sold

36,476,232

Receivable for fund shares sold

974,697

Dividends receivable

1,205,767

Distributions receivable from Fidelity Central Funds

21,667

Prepaid expenses

4,726

Other receivables

381,445

Total assets

1,189,105,212

 

 

 

Liabilities

Payable for investments purchased

$ 39,330,913

Payable for fund shares redeemed

1,365,409

Accrued management fee

671,958

Distribution and service plan fees payable

4,710

Other affiliated payables

262,119

Other payables and accrued
expenses

71,826

Collateral on securities loaned, at value

12,725,485

Total liabilities

54,432,420

 

 

 

Net Assets

$ 1,134,672,792

Net Assets consist of:

 

Paid in capital

$ 1,132,528,887

Undistributed net investment income

2,700,979

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

(57,762,431)

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

57,205,357

Net Assets

$ 1,134,672,792

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($13,153,433 ÷ 735,359 shares)

$ 17.89

 

 

 

Maximum offering price per share (100/94.25 of $17.89)

$ 18.98

Class T:
Net Asset Value
and redemption price per share ($2,186,869 ÷ 122,631 shares)

$ 17.83

 

 

 

Maximum offering price per share (100/96.50 of $17.83)

$ 18.48

Class B:
Net Asset Value
and offering price per share ($255,549 ÷ 14,383 shares)A

$ 17.77

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,296,964 ÷ 73,124 shares)A

$ 17.74

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,114,693,586 ÷ 61,871,620 shares)

$ 18.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,086,391 ÷ 171,674 shares)

$ 17.98

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

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

Annual Report

Fidelity Worldwide Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 20,686,068

Interest

 

17,708

Income from Fidelity Central Funds

 

277,379

Income before foreign taxes withheld

 

20,981,155

Less foreign taxes withheld

 

(1,097,612)

Total income

 

19,883,543

 

 

 

Expenses

Management fee
Basic fee

$ 8,486,454

Performance adjustment

729,662

Transfer agent fees

2,773,239

Distribution and service plan fees

54,064

Accounting and security lending fees

553,421

Custodian fees and expenses

257,965

Independent trustees' compensation

6,658

Registration fees

98,806

Audit

81,560

Legal

5,113

Miscellaneous

11,919

Total expenses before reductions

13,058,861

Expense reductions

(357,517)

12,701,344

Net investment income (loss)

7,182,199

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

120,978,817

Foreign currency transactions

(435,639)

Total net realized gain (loss)

 

120,543,178

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $556,502)

(94,435,905)

Assets and liabilities in foreign currencies

(21,713)

Total change in net unrealized appreciation (depreciation)

 

(94,457,618)

Net gain (loss)

26,085,560

Net increase (decrease) in net assets resulting from operations

$ 33,267,759

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,182,199

$ 5,168,785

Net realized gain (loss)

120,543,178

100,330,002

Change in net unrealized appreciation (depreciation)

(94,457,618)

66,991,246

Net increase (decrease) in net assets resulting from operations

33,267,759

172,490,033

Distributions to shareholders from net investment income

(6,244,141)

(6,419,967)

Distributions to shareholders from net realized gain

(2,870,519)

(993,213)

Total distributions

(9,114,660)

(7,413,180)

Share transactions - net increase (decrease)

12,558,124

(61,476,980)

Redemption fees

33,448

31,293

Total increase (decrease) in net assets

36,744,671

103,631,166

 

 

 

Net Assets

Beginning of period

1,097,928,121

994,296,955

End of period (including undistributed net investment income of $2,700,979 and undistributed net investment income of $4,480,160, respectively)

$ 1,134,672,792

$ 1,097,928,121

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .05

.03

(.01)

Net realized and unrealized gain (loss)

  .47

2.63

4.09

Total from investment operations

  .52

2.66

4.08

Distributions from net investment income

  (.08)

(.10)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.13)

(.12)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.38%

1.41%

1.49% A

Net investment income (loss)

  .28%

.21%

(.06)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

Net realized and unrealized gain (loss)

  .45

2.62

4.07

Total from investment operations

  .46

2.61

4.06

Distributions from net investment income

  (.04)

(.08)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.09)

(.09) K

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.63%

1.68%

1.70% A

Net investment income (loss)

  .03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.09 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  .47

2.61

4.04

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.01)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  -

(.02)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.13%

2.17%

2.17% A

Net investment income (loss)

  (.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 305

$ 224

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  .47

2.61

4.05

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.03)

-

Distributions from net realized gain

  -

(.02)

-

Total distributions

  -

(.05)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.13%

2.16%

2.15% A

Net investment income (loss)

  (.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Worldwide

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 17.58

$ 14.98

$ 13.40

$ 25.18

$ 21.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.08

.12

.16

.14

Net realized and unrealized gain (loss)

  .48

2.63

1.63

(9.44)

6.05

Total from investment operations

  .59

2.71

1.75

(9.28)

6.19

Distributions from net investment income

  (.10)

(.10)

(.17)

(.12)

(.17)

Distributions from net realized gain

  (.05)

(.02)

-

(2.38)

(2.66)

Total distributions

  (.15)

(.11) G

(.17)

(2.50)

(2.83)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Total Return A

  3.32%

18.18%

13.39%

(40.66)%

31.87%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of fee waivers, if any

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of all reductions

  1.05%

1.12%

1.24%

1.19%

1.02%

Net investment income (loss)

  .60%

.50%

.92%

.84%

.66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

$ 1,773,603

Portfolio turnover rate D

  203%

166%

224%

264%

128%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.11 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.015 per share.

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .10

.07

.06

Net realized and unrealized gain (loss)

  .47

2.63

4.06

Total from investment operations

  .57

2.70

4.12

Distributions from net investment income

  (.11)

(.11)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.16)

(.13)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.10%

1.19%

1.15% A

Net investment income (loss)

  .56%

.44%

.62% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  203%

166%

224%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Worldwide Fund (the Fund) is a fund of Fidelity Investment Trust (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, Worldwide and Institutional class, 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011 as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, equity-debt classifications, 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

$ 107,207,788

Gross unrealized depreciation

(63,870,262)

Net unrealized appreciation (depreciation) on securities and other investments

$ 43,337,526

 

 

Tax Cost

$ 1,106,703,140

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 2,701,313

Capital loss carryfoward

$ (43,909,944)

Net unrealized appreciation (depreciation)

$ 43,352,876

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 9,114,660

$ 7,413,180

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,331,452,718 and $2,340,625,824, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .77% 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%

$ 27,830

$ 7,097

Class T

.25%

.25%

12,334

6

Class B

.75%

.25%

3,072

2,345

Class C

.75%

.25%

10,828

4,607

 

 

 

$ 54,064

$ 14,055

Annual Report

5. 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% to 1% for Class B, 1% 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

$ 12,873

Class T

1,872

Class B*

291

Class C*

512

 

$ 15,548

* 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

$ 33,823

.30

Class T

7,470

.30

Class B

941

.31

Class C

3,295

.30

Worldwide

2,724,210

.23

Institutional Class

3,500

.28

 

$ 2,773,239

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $92,473 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,661 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

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 $199,692. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $51,129.

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 $306,388 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 36,687

$ 9,814

Class T

3,024

2,409

Class B

-

75

Class C

-

827

Worldwide

6,199,611

6,404,601

Institutional Class

4,819

2,241

Total

$ 6,244,141

$ 6,419,967

From net realized gain

 

 

Class A

$ 20,664

$ 1,404

Class T

3,280

480

Class B

-

191

Class C

-

373

Worldwide

2,844,643

990,471

Institutional Class

1,932

294

Total

$ 2,870,519

$ 993,213

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

446,295

404,777

$ 8,440,354

$ 6,463,954

Reinvestment of distributions

2,409

589

44,007

9,399

Shares redeemed

(143,732)

(41,328)

(2,654,718)

(668,935)

Net increase (decrease)

304,972

364,038

$ 5,829,643

$ 5,804,418

Class T

 

 

 

 

Shares sold

307,740

57,729

$ 5,853,479

$ 930,150

Reinvestment of distributions

344

156

6,293

2,498

Shares redeemed

(249,620)

(24,377)

(4,835,753)

(385,540)

Net increase (decrease)

58,464

33,508

$ 1,024,019

$ 547,108

Class B

 

 

 

 

Shares sold

3,768

11,168

$ 71,519

$ 177,092

Reinvestment of distributions

-

16

-

260

Shares redeemed

(6,939)

(8,709)

(128,598)

(138,098)

Net increase (decrease)

(3,171)

2,475

$ (57,079)

$ 39,254

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

41,472

34,028

$ 784,669

$ 543,674

Reinvestment of distributions

-

68

-

1,087

Shares redeemed

(9,227)

(15,747)

(167,760)

(246,126)

Net increase (decrease)

32,245

18,349

$ 616,909

$ 298,635

Worldwide

 

 

 

 

Shares sold

12,255,493

8,421,228

$ 231,984,939

$ 135,177,567

Reinvestment of distributions

480,262

449,494

8,805,760

7,194,622

Shares redeemed

(12,736,797)

(13,209,138)

(238,335,100)

(210,537,866)

Net increase (decrease)

(1,042)

(4,338,416)

$ 2,455,599

$ (68,165,677)

Institutional Class

 

 

 

 

Shares sold

162,911

9,920

$ 2,875,496

$ 162,697

Reinvestment of distributions

360

158

6,581

2,535

Shares redeemed

(10,647)

(10,397)

(193,044)

(165,950)

Net increase (decrease)

152,624

(319)

$ 2,689,033

$ (718)

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Worldwide Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Worldwide Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch, may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Diversified International Fund

12/05/11

12/02/11

$0.488

$0.000

Fidelity International Capital Appreciation Fund

12/05/11

12/02/11

$0.119

$0.009

Fidelity Overseas Fund

12/05/11

12/02/11

$0.827

$0.020

Fidelity Worldwide Fund

12/05/11

12/02/11

$0.065

$0.000

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code:

 

December 3, 2010

December 30, 2010

Fidelity Diversified International Fund

99%

100%

Fidelity International Capital Appreciation Fund

54%

100%

Fidelity Overseas Fund

100%

-

Fidelity Worldwide Fund

100%

100%

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividends - received deduction for corporate shareholders:

 

December 3, 2010

December 30, 2010

Fidelity Worldwide Fund

42%

64%

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

 

Pay Date

Income

Taxes

Fidelity Diversified International Fund

12/06/2011

0.373

0.0414

Fidelity Diversified International Fund

12/31/2011

0.072

0.0000

Fidelity International Capital Appreciation Fund

12/06/2011

0.157

0.0219

Fidelity International Capital Appreciation Fund

12/31/2011

0.018

0.0000

Fidelity Overseas Fund

12/06/2011

0.470

0.0294

Fidelity Worldwide Fund

12/06/2011

0.115

0.0105

Fidelity Worldwide Fund

12/31/2011

0.019

0.0000

The funds will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Broadly Diversified International Equity Funds

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance (Diversified International Fund and Overseas Fund). The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance for each class, as well as each fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Diversified International Fund

ibd1601505

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the third quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Overseas Fund

ibd1601507

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the fourth quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in 2009 and discussed with FMR its disappointment with the continued underperformance of the fund. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that each fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for each fund's shareholders and helps to more closely align the interests of FMR and each fund's shareholders.

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

Investment Performance (International Capital Appreciation Fund). The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Fidelity International Capital Appreciation Fund

ibd1601509

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also noted that the investment performance of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

Investment Performance (Worldwide Fund). The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Worldwide Fund

ibd1601511

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to a fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked and the impact of a fund's performance adjustment, is also included in the charts and considered by the Board.

Annual Report

Fidelity Diversified International Fund

ibd1601513

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Fidelity International Capital Appreciation Fund

ibd1601515

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Overseas Fund

ibd1601517

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Fidelity Worldwide Fund

ibd1601519

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

Annual Report

In its review of the total expense ratio of each class of each of Diversified International Fund, Overseas Fund, and Worldwide Fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees (in the case of Worldwide Fund), and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of each fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class of Diversified International Fund and Overseas Fund ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

The Board noted that the total expense ratio of International Capital Appreciation Fund ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, and the retail class of Worldwide Fund ranked below its competitive median for 2010 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of International Capital Appreciation Fund and the total expense ratio of each class of Diversified International Fund, Overseas Fund, and Worldwide Fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that each fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

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

Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited
FIL Investment Advisors
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

Custodians

JPMorgan Chase Bank
New York, NY

Fidelity Diversified International Fund, Fidelity Overseas Fund, and Fidelity Worldwide Fund

The Northern Trust Company
Chicago, IL

Fidelity International Capital Appreciation Fund

Corporate Headquarters

82 Devonshire Street
Boston, MA 02109
www.fidelity.com

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) ibd1601521
1-800-544-5555

ibd1601521
Automated line for quickest service

ibd1601524

IBD-UANNPRO-1211
1.784774.108

Fidelity®

Series Emerging Markets

Series International Growth

Series International Small Cap

Series International Value

Funds -

Fidelity Series Emerging Markets Fund

Fidelity Series International Growth Fund

Fidelity Series International Small Cap Fund

Fidelity Series International Value Fund

Class F

Annual Report

October 31, 2011gsv212


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Fidelity® Series Emerging Markets Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Fidelity Series International Growth Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Fidelity Series International Small Cap Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Fidelity Series International Value Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the Financial Statements.

Reports of Independent Registered Public Accounting Firms

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund or 1-800-835-5092 for Class F of each fund 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 funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Shareholder Expense Example - continued

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Fidelity Series Emerging Markets Fund

 

 

 

 

Series Emerging Markets

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 810.70

$ 5.11

Hypothetical A

 

$ 1,000.00

$ 1,019.56

$ 5.70

Class F

.92%

 

 

 

Actual

 

$ 1,000.00

$ 811.60

$ 4.20

Hypothetical A

 

$ 1,000.00

$ 1,020.57

$ 4.69

Fidelity Series International Growth Fund

 

 

 

 

Series International Growth

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 858.90

$ 4.69

Hypothetical A

 

$ 1,000.00

$ 1,020.16

$ 5.09

Class F

.79%

 

 

 

Actual

 

$ 1,000.00

$ 860.00

$ 3.70

Hypothetical A

 

$ 1,000.00

$ 1,021.22

$ 4.02

Fidelity Series International Small Cap Fund

 

 

 

 

Series International Small Cap

1.15%

 

 

 

Actual

 

$ 1,000.00

$ 867.10

$ 5.41

Hypothetical A

 

$ 1,000.00

$ 1,019.41

$ 5.85

Class F

.94%

 

 

 

Actual

 

$ 1,000.00

$ 868.20

$ 4.43

Hypothetical A

 

$ 1,000.00

$ 1,020.47

$ 4.79

Fidelity Series International Value Fund

 

 

 

 

Series International Value

.93%

 

 

 

Actual

 

$ 1,000.00

$ 779.50

$ 4.17

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Hypothetical A

 

$ 1,000.00

$ 1,020.52

$ 4.74

Class F

.73%

 

 

 

Actual

 

$ 1,000.00

$ 780.80

$ 3.28

Hypothetical A

 

$ 1,000.00

$ 1,021.53

$ 3.72

A 5% return per year before expenses

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

Annual Report

Fidelity Series Emerging Markets Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity® Series Emerging Markets Fund

-11.26%

23.85%

  Class F B

-11.07%

24.09%

A From December 9, 2008.

B The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 are those of Fidelity Series Emerging Markets Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Emerging Markets Fund, a class of the fund, on December 9, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets (EM) Index performed over the same period.

gsv240

Annual Report

Fidelity Series Emerging Markets Fund


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks concluded the 12-month period ending October 31, 2011, on a strong note, reversing direction in October amid hope for a resolution to the sovereign debt crisis in Europe. The brief rally partially offset the negative impact of a five-month downturn that began in May and intensified in August and September, as investors began to flee riskier securities due to the debt debacle, concern the U.S. economy may contract and worry about a significant slowdown in China. For the year, the MSCI® Emerging Markets Index declined 7.44%, hampered in part by global currency fluctuation. The index gained roughly 13% in October, after falling 9% in August and about 15% in September. For the full year, returns across the individual country components of the emerging-markets index were decidedly negative. Several of the largest countries in the index struggled, especially India (-20%), China (-17%) and Brazil (-12%), as did Turkey (-34%). Conversely, South Korea had the strongest result, gaining about 7%, while another sizable index component, Russia, returned roughly 1%. Smaller constituents Indonesia (+5%) and Malaysia (+4%) also finished in positive territory. A trio of countries had negative returns but outpaced the index: Mexico (-1%), Taiwan (-2%) and South Africa (-3%).

Comments from Sam Polyak, Co-Portfolio Manager of Fidelity® Series Emerging Markets Fund, along with Per Johansson, Timothy Gannon, Douglas Chow and James Hayes: For the year, the fund's Series Emerging Markets and Class F shares returned -11.26% and -11.07%, respectively, trailing the MSCI index. Performance was primarily hampered by security selection, most notably in consumer discretionary, financials, energy and the software/services segment of information technology. The biggest boost came from our picks in materials, even though the largest individual detractor was an out-of-index stake in Russian steel producer EVRAZ Group, which struggled during the period due to a decline in demand for steel. In financials, shares of Turkish bank Turkiye Vakiflar Bankasi notably detracted. A non-index position in Chinese education company Xueda Education Group hurt, as did a stake in South Korea's Hynix Semiconductor and an underweighting in energy firm PetroChina, based in Beijing. Conversely, the top contributor was Russian potash producer Uralkali, followed by an out-of-index stake in uranium producer Uranium One, which is based in Canada but has major mining operations in Kazakhstan. In consumer staples, the fund was helped by South Korean food manufacturer Orion, which was not in the index. Also in materials, China Shanshui Cement Group contributed, while the fund's cash position in a down market provided another boost.

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

Annual Report

Fidelity Series Emerging Markets Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

gsv242

Brazil 15.7%

 

gsv244

Korea (South) 12.1%

 

gsv246

China 8.8%

 

gsv248

Russia 7.6%

 

gsv250

Taiwan 6.7%

 

gsv252

India 4.8%

 

gsv254

United States of America 4.5%

 

gsv256

Hong Kong 4.5%

 

gsv258

South Africa 4.1%

 

gsv260

Other 31.2%

 

gsv262

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

As of April 30, 2011

gsv264

Brazil 13.8%

 

gsv266

Korea (South) 13.0%

 

gsv268

Taiwan 9.3%

 

gsv270

India 9.3%

 

gsv272

Russia 8.7%

 

gsv274

China 8.1%

 

gsv276

South Africa 5.0%

 

gsv278

Mexico 4.9%

 

gsv280

United States of America 4.2%

 

gsv282

Other 23.7%

 

gsv284

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.1

96.7

Short-Term Investments and Net Other Assets

2.9

3.3

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.2

2.0

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

2.2

2.0

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

2.1

1.8

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

2.0

1.6

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

1.9

0.7

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

1.8

0.4

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

1.6

1.6

NOVATEK OAO GDR (Russia, Oil, Gas & Consumable Fuels)

1.4

0.6

Grupo Televisa SA de CV (CPO) sponsored ADR (Mexico, Media)

1.4

1.1

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

1.3

0.9

 

18.9

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.5

23.6

Energy

14.6

14.7

Materials

12.8

15.9

Information Technology

11.9

11.6

Consumer Discretionary

8.4

6.7

Industrials

7.7

8.5

Consumer Staples

7.4

5.5

Telecommunication Services

7.2

5.7

Utilities

3.6

3.3

Health Care

1.0

1.2

Annual Report

Fidelity Series Emerging Markets Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.9%

Shares

Value

Australia - 0.3%

Paladin Energy Ltd.:

(Australia) (a)

1,412,610

$ 2,157,439

(Canada) (a)

8,707,700

13,626,937

TOTAL AUSTRALIA

15,784,376

Bailiwick of Guernsey - 0.2%

Chariot Oil & Gas Ltd. (a)

4,252,400

9,522,903

Bermuda - 1.6%

Aquarius Platinum Ltd. (Australia)

4,722,760

13,855,918

CNPC (Hong Kong) Ltd.

17,404,000

24,379,225

Cosco International Holdings Ltd.

2,450,000

1,046,776

GP Investments Ltd. (depositary receipt) (a)

6,353,208

16,796,858

Noble Group Ltd.

17,684,000

21,584,409

TOTAL BERMUDA

77,663,186

Brazil - 15.7%

Anhanguera Educacional Participacoes SA

2,270,916

33,391,934

Arezzo Industria e Comercio SA

1,342,800

17,750,734

B2W Companhia Global do Varejo

830,975

6,750,583

Banco do Brasil SA

4,120,457

62,147,587

Banco do Estado do Rio Grande do Sul SA

3,489,800

36,783,939

BM&F Bovespa SA

2,475,900

14,778,695

BR Properties SA

1,550,700

15,622,589

Braskem SA (PN-A)

2,340,200

20,850,839

Centrais Eletricas Brasileiras SA (Electrobras)

800,500

8,013,391

Cia.Hering SA

1,111,300

24,818,516

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

494,900

16,688,028

Companhia de Saneamento de Minas Gerais

581,800

10,923,149

Companhia Paranaense de Energia-Copel:

(PN-B)

200,900

4,018,702

(PN-B) sponsored ADR (d)

853,900

17,231,702

Ecorodovias Infraestrutura e Logistica SA

1,483,200

11,228,512

Energias do Brasil SA

648,800

13,979,502

Fibria Celulose SA sponsored ADR (d)

2,230,600

19,785,422

Gafisa SA sponsored ADR

584,700

4,350,168

Gerdau SA sponsored ADR (d)

3,772,700

34,029,754

Gol Linhas Aereas Inteligentes SA sponsored ADR (d)

1,969,700

15,796,994

Itau Unibanco Banco Multiplo SA sponsored ADR

1,902,160

36,369,299

Localiza Rent A Car SA

1,205,500

18,217,287

Lojas Americanas SA (PN)

4,707,541

41,395,218

Mills Estruturas e Servicos de Engenharia SA

1,104,700

11,032,847

Common Stocks - continued

Shares

Value

Brazil - continued

Multiplus SA

922,800

$ 15,584,207

Natura Cosmeticos SA

608,300

11,831,598

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (d)

560,000

14,162,400

sponsored ADR

2,356,900

63,659,869

Redecard SA

615,200

10,335,733

Santos Brasil Participacoes SA unit

446,100

6,614,085

Telefonica Brasil SA sponsored ADR (a)

1,002,900

29,104,158

Ultrapar Participacoes SA

2,812,800

50,123,270

Vale SA (PN-A) sponsored ADR

2,745,400

64,791,440

TOTAL BRAZIL

762,162,151

British Virgin Islands - 0.1%

Camelot Information Systems, Inc. ADR (a)

516,325

1,683,220

Sable Mining Africa Ltd. (a)

26,132,440

3,858,004

TOTAL BRITISH VIRGIN ISLANDS

5,541,224

Canada - 2.6%

Extorre Gold Mines Ltd. (a)

1,946,089

14,485,610

Extorre Gold Mines Ltd. (a)(f)

61,000

454,050

First Quantum Minerals Ltd.

970,400

20,355,183

Goldcorp, Inc.

274,000

13,330,993

Uranium One, Inc.

13,579,600

40,867,533

Yamana Gold, Inc.

2,373,800

35,433,760

TOTAL CANADA

124,927,129

Cayman Islands - 4.1%

Ajisen (China) Holdings Ltd.

7,176,000

10,186,242

Biostime International Holdings Ltd.

7,393,000

13,183,808

China Shanshui Cement Group Ltd.

10,552,000

8,082,582

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

503,000

17,534,580

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

857,500

20,237,000

Geely Automobile Holdings Ltd.

76,720,000

19,615,553

Greatview Aseptic Pack Co. Ltd.

29,898,000

11,102,324

Haitian International Holdings Ltd.

3,174,000

2,820,084

Hengan International Group Co. Ltd.

4,193,500

36,350,724

Minth Group Ltd.

14,898,000

15,457,660

Renhe Commercial Holdings Co. Ltd.

91,688,000

12,848,176

Shenguan Holdings Group Ltd.

8,800,000

4,727,849

Uni-President China Holdings Ltd.

32,145,000

19,105,627

Xueda Education Group sponsored ADR (d)

2,045,200

6,790,064

TOTAL CAYMAN ISLANDS

198,042,273

Common Stocks - continued

Shares

Value

Chile - 0.9%

Aguas Andinas SA

15,599,306

$ 9,424,218

Empresa Nacional de Telecomunicaciones SA (ENTEL)

543,635

10,762,854

Enersis SA

54,202,946

22,004,221

TOTAL CHILE

42,191,293

China - 8.8%

Baidu.com, Inc. sponsored ADR (a)

208,400

29,213,512

China Communications Services Corp. Ltd. (H Shares)

25,482,000

11,751,943

China Construction Bank Corp. (H Shares)

138,518,000

101,774,059

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

9,961,000

30,567,216

China Railway Group Ltd. (H Shares)

45,221,000

15,014,090

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

24,945,000

5,673,154

China Telecom Corp. Ltd. (H Shares)

26,156,000

16,148,906

Dongfang Electric Corp. Ltd. (H Shares)

3,844,200

11,814,277

Focus Media Holding Ltd. ADR (a)(d)

444,300

12,076,074

Harbin Power Equipment Co. Ltd. (H Shares)

19,004,000

19,151,052

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

172,834,000

107,928,479

Maanshan Iron & Steel Ltd. (H Shares)

71,270,000

21,219,120

PetroChina Co. Ltd. (H Shares)

15,866,000

20,597,125

SINA Corp. (a)(d)

166,100

13,502,269

Weichai Power Co. Ltd. (H Shares)

1,977,000

9,947,983

TOTAL CHINA

426,379,259

Colombia - 1.1%

Ecopetrol SA ADR (d)

1,218,100

51,817,974

Czech Republic - 0.3%

Ceske Energeticke Zavody AS

387,603

16,391,869

Egypt - 0.1%

Citadel Capital Corp. (a)

6,369,000

3,414,727

Hong Kong - 4.5%

China Mobile (Hong Kong) Ltd.

49,500

470,465

China Mobile (Hong Kong) Ltd. sponsored ADR (d)

1,907,100

90,701,676

CNOOC Ltd. sponsored ADR

457,100

86,213,631

Lenovo Group Ltd.

37,194,000

25,005,692

Sinotruk Hong Kong Ltd.

24,968,500

14,682,863

TOTAL HONG KONG

217,074,327

India - 4.8%

Bank of Baroda

572,910

9,033,414

Bharti Airtel Ltd.

894,966

7,167,532

Cummins India Ltd.

932,730

7,609,648

Grasim Industries Ltd.

450,098

23,902,993

Common Stocks - continued

Shares

Value

India - continued

Hindustan Petroleum Corp. Ltd.

1,081,691

$ 7,321,309

Housing Development and Infrastructure Ltd. (a)

5,209,762

10,592,069

Indiabulls Real Estate Ltd.

4,217,549

6,453,741

Infosys Ltd. sponsored ADR (d)

153,400

8,987,706

ITC Ltd.

4,630,054

20,194,694

Jain Irrigation Systems Ltd.

3,239,499

8,254,396

JK Cement Ltd.

1,063,196

2,356,572

Larsen & Toubro Ltd.

820,352

23,664,226

Lupin Ltd.

1,192,321

11,472,267

Power Grid Corp. of India Ltd.

2,603,408

5,580,211

SREI Infrastructure Finance Ltd. (e)

31,463,321

22,963,624

State Bank of India

275,197

10,703,956

Tata Consultancy Services Ltd.

1,084,689

24,674,285

Tata Motors Ltd. Class A

1,733,501

3,789,196

Ultratech Cement Ltd.

747,140

17,640,667

TOTAL INDIA

232,362,506

Indonesia - 3.0%

PT Bakrieland Development Tbk (a)

1,379,608,000

17,795,906

PT Bank Tabungan Negara Tbk

153,244,500

24,667,809

PT Indo Tambangraya Megah Tbk

4,243,000

21,166,402

PT Indosat Tbk

18,590,500

11,134,333

PT Perusahaan Gas Negara Tbk Series B

22,494,000

7,419,791

PT Telkomunikasi Indonesia Tbk sponsored ADR (d)

1,482,179

50,097,650

PT Tower Bersama Infrastructure Tbk

59,809,000

13,919,551

TOTAL INDONESIA

146,201,442

Isle of Man - 0.0%

Bahamas Petroleum Co. PLC (a)

3,792,616

440,368

Kazakhstan - 0.3%

JSC Halyk Bank of Kazakhstan unit (a)

2,372,580

14,235,480

Kenya - 0.1%

Equity Bank Ltd.

23,063,300

4,584,803

Safaricom Ltd.

83,095,650

2,509,179

TOTAL KENYA

7,093,982

Korea (South) - 11.2%

Amoreg

108,219

23,584,040

Asia Pacific Systems, Inc. (a)

669,105

6,859,480

Daewoo Shipbuilding & Marine Engineering Co. Ltd.

316,810

7,761,494

E-Mart Co. Ltd. (a)

113,404

29,189,856

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hana Financial Group, Inc.

928,830

$ 33,057,177

Hynix Semiconductor, Inc.

1,389,240

28,009,565

Hyundai Mipo Dockyard Co. Ltd.

63,549

6,880,364

ICD Co. Ltd. (a)

146,613

6,648,102

KB Financial Group, Inc.

1,162,262

44,860,221

Korea Electric Power Corp. (a)

392,000

8,745,096

KT&G Corp.

340,464

21,218,624

LG Corp.

377,294

21,998,150

Orion Corp.

52,922

28,285,919

S-Oil Corp.

118

12,200

Samsung Electronics Co. Ltd.

178,767

153,319,485

Samsung Engineering Co. Ltd.

96,395

19,615,186

Samsung Fire & Marine Insurance Co. Ltd.

112,321

23,794,298

Samsung Heavy Industries Ltd.

793,710

24,124,461

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

304,931

24,272,508

Shinsegae Co. Ltd.

56,569

14,174,014

Tong Yang Life Insurance Co. Ltd.

1,504,490

17,962,762

TOTAL KOREA (SOUTH)

544,373,002

Luxembourg - 1.5%

EVRAZ Group SA GDR

1,496,100

26,720,346

Millicom International Cellular SA (depositary receipt)

91,900

10,128,023

Samsonite International SA

10,659,300

17,343,617

Subsea 7 SA (a)

938,700

20,417,517

TOTAL LUXEMBOURG

74,609,503

Malaysia - 1.3%

AirAsia Bhd

14,397,400

18,093,436

Axiata Group Bhd

7,393,800

11,686,315

Genting Bhd

9,928,400

34,580,663

TOTAL MALAYSIA

64,360,414

Mexico - 3.9%

America Movil SAB de CV Series L sponsored ADR

2,318,400

58,933,728

Cemex SA de CV sponsored ADR (d)

2,409,198

10,528,195

Genomma Lab Internacional SA de CV (a)

668,800

1,394,322

Grupo Modelo SAB de CV Series C

5,157,400

32,713,500

Grupo Televisa SA de CV (CPO) sponsored ADR

3,124,200

66,639,186

Wal-Mart de Mexico SA de CV Series V

7,599,800

19,632,596

TOTAL MEXICO

189,841,527

Common Stocks - continued

Shares

Value

Nigeria - 0.8%

Guaranty Trust Bank PLC GDR (Reg. S)

4,690,314

$ 21,575,444

Zenith Bank PLC

205,880,750

16,677,311

TOTAL NIGERIA

38,252,755

Norway - 0.2%

TGS Nopec Geophysical Co. ASA

336,800

7,688,641

Peru - 0.5%

Compania de Minas Buenaventura SA sponsored ADR

634,100

25,953,713

Philippines - 1.0%

Manila Water Co., Inc.

11,591,300

5,274,334

Metro Pacific Investments Corp.

114,356,000

8,770,825

Metropolitan Bank & Trust Co.

7,716,588

12,931,869

Robinsons Land Corp.

83,288,450

24,340,896

TOTAL PHILIPPINES

51,317,924

Poland - 0.7%

Eurocash SA

1,075,709

8,624,884

Polska Grupa Energetyczna SA

355,740

2,192,336

Powszechny Zaklad Ubezpieczen SA

237,500

25,203,198

TOTAL POLAND

36,020,418

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

1,672,907

7,672,515

Russia - 7.3%

Bank St. Petersburg OJSC (a)

2,821,494

9,408,091

DIXY Group OJSC (a)

184,270

1,883,541

Interregional Distribution Grid Companies Holding JSC (a)

41,148,900

3,848,097

Interregional Distribution Grid Companies Holding JSC rights (a)

5,214,373

52

M Video OJSC (a)

3,460,220

25,702,693

Magnit OJCS:

rights 11/29/11 (a)

3,503

0

GDS (Reg. S)

1,211,100

30,943,605

Magnitogorsk Iron & Steel Works OJSC unit

1,569,300

9,721,814

Mobile TeleSystems OJSC sponsored ADR

2,161,700

30,890,693

Gazprom OAO sponsored ADR

4,873,800

56,584,818

NOVATEK OAO GDR

483,000

67,813,200

OGK-4 OJSC (a)

52,275,500

4,133,100

Sberbank of Russia

23,386,100

63,458,875

TNK-BP Holding

8,348,100

22,840,600

Uralkali JSC GDR (Reg. S)

583,587

25,327,676

TOTAL RUSSIA

352,556,855

Common Stocks - continued

Shares

Value

Singapore - 0.7%

First Resources Ltd.

20,051,000

$ 22,441,296

Global Logistic Properties Ltd.

4,737,000

6,593,107

Sound Global Ltd.

10,910,000

4,796,321

TOTAL SINGAPORE

33,830,724

South Africa - 4.1%

Absa Group Ltd.

2,973,761

53,507,689

African Bank Investments Ltd.

4,370,500

18,966,019

AngloGold Ashanti Ltd.

914,200

41,316,455

Aspen Pharmacare Holdings Ltd.

1,251,700

15,022,671

Blue Label Telecoms Ltd.

12,998,107

9,302,729

Impala Platinum Holdings Ltd.

1,519,400

35,123,310

Life Healthcare Group Holdings Ltd.

5,166,800

12,571,464

Sanlam Ltd.

3,805,300

14,216,593

TOTAL SOUTH AFRICA

200,026,930

Sweden - 0.2%

Lundin Petroleum AB (a)

311,200

7,637,337

Taiwan - 6.7%

Advanced Semiconductor Engineering, Inc.

16,089,801

14,218,075

Asia Cement Corp.

12,699,080

15,296,733

Catcher Technology Co. Ltd.

340,000

1,894,312

Cheng Uei Precision Industries Co. Ltd.

6,765,553

15,201,609

Chinatrust Financial Holding Co. Ltd.

21,742,000

14,249,639

Chroma ATE, Inc.

4,358,612

8,696,361

Chunghwa Telecom Co. Ltd.

5,811,000

19,441,459

HIWIN Technologies Corp.

2,083,830

18,838,395

HTC Corp.

1,722,200

38,703,953

Kinsus Interconnect Technology Corp.

2,628,000

9,076,591

President Chain Store Corp.

1,818,000

10,109,420

Synnex Technology International Corp.

6,370,739

15,616,463

Taiwan Fertilizer Co. Ltd.

10,568,000

27,238,437

Taiwan Semiconductor Manufacturing Co. Ltd.

18,059,284

44,008,247

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

4,162,351

52,528,870

Unified-President Enterprises Corp.

4,249,000

5,843,060

WPG Holding Co. Ltd.

11,699,950

14,127,740

TOTAL TAIWAN

325,089,364

Thailand - 2.6%

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

5,978,600

30,327,125

Banpu PCL (For. Reg.)

763,600

15,501,373

Electricity Generating PCL (For. Reg.)

3,140,400

8,492,574

Common Stocks - continued

Shares

Value

Thailand - continued

PTT Global Chemical PCL (For. Reg.) (a)

8,000,486

$ 16,870,686

PTT PCL (For. Reg.)

3,492,500

34,405,900

Siam Cement PCL (For. Reg.)

1,929,200

23,130,304

TOTAL THAILAND

128,727,962

Turkey - 1.5%

Aygaz A/S

2,382,143

13,013,715

TAV Havalimanlari Holding AS (a)

4,279,000

20,714,401

Turkiye Is Bankasi AS Series C

6,959,000

16,253,737

Turkiye Vakiflar Bankasi Tao

12,934,000

22,090,021

TOTAL TURKEY

72,071,874

United Kingdom - 1.4%

Antofagasta PLC

841,900

15,800,522

Hikma Pharmaceuticals PLC

1,072,002

11,628,337

Kazakhmys PLC

2,754,600

41,087,765

TOTAL UNITED KINGDOM

68,516,624

United States of America - 1.6%

Cognizant Technology Solutions Corp. Class A (a)

276,100

20,086,275

Global Payments, Inc.

547,600

25,145,792

ION Geophysical Corp. (a)

4,110,900

31,325,058

TOTAL UNITED STATES OF AMERICA

76,557,125

TOTAL COMMON STOCKS

(Cost $4,731,176,937)


4,656,351,676

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Korea (South) - 0.9%

Hyundai Motor Co. Series 2

429,140

28,629,832

Samsung Electronics Co. Ltd.

27,920

15,870,309

TOTAL KOREA (SOUTH)

44,500,141

Russia - 0.3%

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

6,722,400

14,196,428

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $55,877,854)


58,696,569

Money Market Funds - 5.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

138,964,206

$ 138,964,206

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

119,631,228

119,631,228

TOTAL MONEY MARKET FUNDS

(Cost $258,595,434)


258,595,434

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $5,045,650,225)

4,973,643,679

NET OTHER ASSETS (LIABILITIES) - (2.4)%

(117,600,334)

NET ASSETS - 100%

$ 4,856,043,345

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $454,050 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

$ 172,122

Fidelity Securities Lending Cash Central Fund

1,354,601

Total

$ 1,526,723

Other Affiliated Issuers

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

SREI Infrastructure Finance Ltd.

$ -

$ 32,783,890

$ 285,241

$ 498,893

$ 22,963,624

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Brazil

$ 762,162,151

$ 762,162,151

$ -

$ -

Korea (South)

588,873,143

24,272,508

564,600,635

-

China

426,379,259

54,791,855

371,587,404

-

Russia

366,753,283

366,753,231

52

-

Taiwan

325,089,364

52,528,870

272,560,494

-

India

232,362,506

8,987,706

223,374,800

-

Hong Kong

217,074,327

176,915,307

40,159,020

-

South Africa

200,026,930

158,710,475

41,316,455

-

Cayman Islands

198,042,273

44,561,644

153,480,629

-

Other

1,398,285,009

994,894,733

403,390,276

-

Money Market Funds

258,595,434

258,595,434

-

-

Total Investments in Securities:

$ 4,973,643,679

$ 2,903,173,914

$ 2,070,469,765

$ -

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)

46,104

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

(46,104)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Annual Report

Fidelity Series Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $112,058,504) - See accompanying schedule:

Unaffiliated issuers (cost $4,754,639,942)

$ 4,692,084,621

 

Fidelity Central Funds (cost $258,595,434)

258,595,434

 

Other affiliated issuers (cost $32,414,849)

22,963,624

 

Total Investments (cost $5,045,650,225)

 

$ 4,973,643,679

Foreign currency held at value (cost $5,158,411)

5,156,848

Receivable for investments sold

37,619,665

Receivable for fund shares sold

6,698,037

Dividends receivable

6,301,421

Distributions receivable from Fidelity Central Funds

34,145

Prepaid expenses

18,249

Other receivables

2,745,812

Total assets

5,032,217,856

 

 

 

Liabilities

Payable to custodian bank

$ 2,867,812

Payable for investments purchased

49,409,874

Payable for fund shares redeemed

184,939

Accrued management fee

2,950,063

Other affiliated payables

665,766

Other payables and accrued expenses

464,829

Collateral on securities loaned, at value

119,631,228

Total liabilities

176,174,511

 

 

 

Net Assets

$ 4,856,043,345

Net Assets consist of:

 

Paid in capital

$ 4,785,568,373

Undistributed net investment income

28,150,121

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

114,402,959

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

(72,078,108)

Net Assets

$ 4,856,043,345

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

Annual Report

Fidelity Series Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Series Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($3,384,616,101 ÷ 210,739,673 shares)

$ 16.06

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,471,427,244 ÷ 91,319,249 shares)

$ 16.11

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

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $498,893 earned from other affiliated issuers)

 

$ 85,346,118

Interest

 

6,980

Income from Fidelity Central Funds

 

1,526,723

Income before foreign taxes withheld

 

86,879,821

Less foreign taxes withheld

 

(9,873,620)

Total income

 

77,006,201

 

 

 

Expenses

Management fee

$ 30,050,406

Transfer agent fees

5,935,004

Accounting and security lending fees

1,518,391

Custodian fees and expenses

2,323,877

Independent trustees' compensation

19,837

Registration fees

1,534

Audit

104,249

Legal

13,247

Interest

235

Miscellaneous

28,796

Total expenses before reductions

39,995,576

Expense reductions

(1,982,868)

38,012,708

Net investment income (loss)

38,993,493

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

138,581,118

Other affiliated issuers

(83,800)

 

Foreign currency transactions

(10,281,353)

Total net realized gain (loss)

 

128,215,965

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $3,926,418)

(660,141,003)

Assets and liabilities in foreign currencies

(83,872)

Total change in net unrealized appreciation (depreciation)

 

(660,224,875)

Net gain (loss)

(532,008,910)

Net increase (decrease) in net assets resulting from operations

$ (493,015,417)

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

Annual Report

Fidelity Series Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 38,993,493

$ 16,171,630

Net realized gain (loss)

128,215,965

93,467,379

Change in net unrealized appreciation (depreciation)

(660,224,875)

386,210,921

Net increase (decrease) in net assets resulting
from operations

(493,015,417)

495,849,930

Distributions to shareholders from net investment income

(16,826,992)

(4,970,807)

Distributions to shareholders from net realized gain

(109,835,879)

(92,304,978)

Total distributions

(126,662,871)

(97,275,785)

Share transactions - net increase (decrease)

2,596,312,470

1,562,703,553

Total increase (decrease) in net assets

1,976,634,182

1,961,277,698

 

 

 

Net Assets

Beginning of period

2,879,409,163

918,131,465

End of period (including undistributed net investment income of $28,150,121 and undistributed net investment income of $16,171,630, respectively)

$ 4,856,043,345

$ 2,879,409,163

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

Annual Report

Financial Highlights - Series Emerging Markets

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 18.85

$ 16.38

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .18

  .15

  .15

Net realized and unrealized gain (loss)

  (2.19)

  4.03

  6.27

Total from investment operations

  (2.01)

  4.18

  6.42

Distributions from net investment income

  (.10)

  (.09)

  (.04)

Distributions from net realized gain

  (.68)

  (1.62)

  -

Total distributions

  (.78)

  (1.71)

  (.04)

Net asset value, end of period

$ 16.06

$ 18.85

$ 16.38

Total Return B,C

  (11.26)%

  27.32%

  64.35%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  1.12%

  1.15%

  1.21% A

Expenses net of fee waivers, if any

  1.12%

  1.15%

  1.21% A

Expenses net of all reductions

  1.07%

  1.08%

  1.09% A

Net investment income (loss)

  1.00%

  .89%

  1.15% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 3,384,616

$ 2,425,249

$ 910,106

Portfolio turnover rate F

  104%

  92%

  109% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 9, 2008 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 18.90

$ 16.40

$ 13.91

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .21

  .19

  .02

Net realized and unrealized gain (loss)

  (2.19)

  4.03

  2.47

Total from investment operations

  (1.98)

  4.22

  2.49

Distributions from net investment income

  (.13)

  (.10)

  -

Distributions from net realized gain

  (.68)

  (1.62)

  -

Total distributions

  (.81)

  (1.72)

  -

Net asset value, end of period

$ 16.11

$ 18.90

$ 16.40

Total Return B,C

  (11.07)%

  27.59%

  17.90%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  .91%

  .92%

  .93% A

Expenses net of fee waivers, if any

  .91%

  .92%

  .93% A

Expenses net of all reductions

  .86%

  .85%

  .82% A

Net investment income (loss)

  1.21%

  1.13%

  .28% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,471,427

$ 454,160

$ 8,025

Portfolio turnover rate F

  104%

  92%

  109% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period June 26, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Fidelity Series International Growth Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity Series International Growth Fund

-2.77%

3.04%

  Class F

-2.50%

3.29%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Growth Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI ® EAFE ® (Europe, Australasia, Far East) Growth Index performed over the same period.

gsv286

Annual Report

Fidelity Series International Growth Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity® Series International Growth Fund: For the year, the fund's Series International Growth and Class F shares fell 2.77% and 2.50%, respectively, versus a 2.69% decline in the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index. Stock picking in Europe (ex U.K.) and Japan was helpful, while an out-of-benchmark stake in the U.S. also contributed. However, my choices within non-index emerging markets were poor, notably Brazil and Turkey, while picks in the U.K., Canada and Australia further detracted. From a sector view, positioning in information technology, consumer discretionary and financials added value. In contrast, picks in health care equipment/services, capital goods and the food/beverage/tobacco segment of consumer staples notably detracted. On an individual security basis, lacking a position in weak-performing U.K.-based bank and benchmark component Lloyds Banking Group helped, as did out-of-benchmark stakes in U.S.-based credit card processors MasterCard and Visa. Conversely, not owning index constituent British American Tobacco hurt. I chose to own Philip Morris International instead - another of the fund's contributors. Non-index holdings in Turkish bank Turkiye Garanti Bankasi and Canadian energy company Niko Resources also detracted.

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

Annual Report

Fidelity Series International Growth Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

gsv288

United Kingdom 18.6%

 

gsv290

United States of America 17.3%

 

gsv292

Switzerland 9.5%

 

gsv294

Japan 7.3%

 

gsv296

Australia 5.2%

 

gsv298

Germany 4.7%

 

gsv300

France 4.1%

 

gsv302

Belgium 3.5%

 

gsv304

Denmark 2.9%

 

gsv306

Other 26.9%

 

gsv308

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

As of April 30, 2011

gsv310

United Kingdom 20.6%

 

gsv312

United States of America 11.9%

 

gsv314

Switzerland 9.4%

 

gsv316

Japan 7.7%

 

gsv318

Australia 5.5%

 

gsv320

Germany 5.3%

 

gsv322

Belgium 3.5%

 

gsv324

France 3.3%

 

gsv326

Brazil 3.1%

 

gsv328

Other 29.7%

 

gsv330

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.0

98.7

Short-Term Investments and Net Other Assets

4.0

1.3

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

4.8

4.6

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

3.6

4.5

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.9

2.8

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

2.4

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

2.2

2.1

Linde AG (Germany, Chemicals)

2.1

1.8

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

1.8

1.3

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.6

2.1

Danone (France, Food Products)

1.6

0.9

Philip Morris International, Inc. (United States of America, Tobacco)

1.5

0.7

 

24.8

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

21.5

17.2

Materials

15.8

18.6

Industrials

13.1

14.7

Consumer Discretionary

12.1

13.2

Financials

10.3

13.5

Information Technology

8.8

8.1

Health Care

8.4

7.2

Energy

5.3

5.4

Telecommunication Services

0.7

0.8

Annual Report

Fidelity Series International Growth Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 5.2%

Coca-Cola Amatil Ltd.

2,906,584

$ 37,524,235

CSL Ltd.

2,761,208

83,172,705

MAp Group unit

5,804,419

20,713,809

Newcrest Mining Ltd.

1,661,826

58,737,569

Newcrest Mining Ltd. sponsored ADR

925,486

32,530,833

OZ Minerals Ltd.

2,825,388

33,932,706

QBE Insurance Group Ltd.

1,200,668

18,483,553

Woolworths Ltd.

1,132,002

28,300,297

WorleyParsons Ltd.

2,112,480

61,320,034

TOTAL AUSTRALIA

374,715,741

Austria - 1.0%

Andritz AG

583,149

51,673,484

Zumtobel AG

932,900

19,455,978

TOTAL AUSTRIA

71,129,462

Bailiwick of Guernsey - 0.3%

Resolution Ltd.

5,397,473

23,870,594

Bailiwick of Jersey - 1.2%

Informa PLC

2,950,581

17,196,331

Randgold Resources Ltd. sponsored ADR

598,265

65,551,896

TOTAL BAILIWICK OF JERSEY

82,748,227

Belgium - 3.5%

Anheuser-Busch InBev SA NV

3,680,181

204,118,171

Umicore SA

1,050,291

45,225,582

TOTAL BELGIUM

249,343,753

Bermuda - 1.5%

Lazard Ltd. Class A

1,070,408

29,264,955

Li & Fung Ltd.

28,590,000

55,098,488

Trinity Ltd.

22,186,000

20,108,508

TOTAL BERMUDA

104,471,951

Brazil - 2.6%

Arezzo Industria e Comercio SA

1,181,200

15,614,512

BM&F Bovespa SA

5,753,900

34,345,140

BR Malls Participacoes SA

1,609,200

17,383,333

Braskem SA Class A sponsored ADR

2,280,977

41,148,825

Iguatemi Empresa de Shopping Centers SA

913,500

17,698,664

Common Stocks - continued

Shares

Value

Brazil - continued

Itau Unibanco Banco Multiplo SA sponsored ADR

1,734,700

$ 33,167,464

Multiplan Empreendimentos Imobiliarios SA

1,345,200

27,198,546

TOTAL BRAZIL

186,556,484

Canada - 2.7%

Agnico-Eagle Mines Ltd. (Canada)

860,900

37,342,946

Fairfax Financial Holdings Ltd. (sub. vtg.)

97,200

40,628,303

Goldcorp, Inc.

558,100

27,153,383

Niko Resources Ltd.

598,800

32,935,952

Open Text Corp. (a)

579,000

35,436,415

Pan American Silver Corp.

641,200

17,927,955

TOTAL CANADA

191,424,954

Cayman Islands - 1.3%

NVC Lighting Holdings Ltd.

43,404,000

18,845,698

Sands China Ltd. (a)

10,435,600

31,360,938

Wynn Macau Ltd.

13,943,800

39,068,824

TOTAL CAYMAN ISLANDS

89,275,460

Chile - 0.4%

Banco Santander Chile sponsored ADR (d)

389,600

31,822,528

China - 0.6%

Baidu.com, Inc. sponsored ADR (a)

309,020

43,318,424

Denmark - 2.9%

Novo Nordisk A/S Series B sponsored ADR

1,479,166

157,235,346

William Demant Holding A/S (a)

639,400

51,016,432

TOTAL DENMARK

208,251,778

Finland - 1.7%

Metso Corp.

661,100

25,745,182

Nokian Tyres PLC

1,325,300

48,694,895

Outotec Oyj

1,055,218

49,329,481

TOTAL FINLAND

123,769,558

France - 4.1%

Alstom SA

1,725,091

64,697,278

Danone

1,662,705

115,741,178

Remy Cointreau SA

428,103

35,191,634

Safran SA

2,291,786

75,071,835

TOTAL FRANCE

290,701,925

Common Stocks - continued

Shares

Value

Germany - 4.7%

alstria office REIT-AG

714,423

$ 9,184,930

Bayerische Motoren Werke AG (BMW)

342,616

28,003,080

Linde AG

944,219

150,205,703

MAN SE

357,130

31,675,342

Siemens AG sponsored ADR (d)

1,108,424

116,351,267

TOTAL GERMANY

335,420,322

Hong Kong - 0.8%

Hong Kong Exchanges and Clearing Ltd.

3,486,700

59,106,178

India - 0.5%

Bharti Airtel Ltd.

4,680,141

37,481,940

Ireland - 1.1%

CRH PLC sponsored ADR (d)

2,085,200

38,388,532

James Hardie Industries NV CDI (a)

6,013,193

38,950,668

TOTAL IRELAND

77,339,200

Israel - 0.2%

Azrieli Group

672,400

17,300,620

Italy - 1.3%

Fiat Industrial SpA (a)

4,419,300

38,560,556

Interpump Group SpA

2,538,049

16,346,738

Saipem SpA

904,918

40,575,039

TOTAL ITALY

95,482,333

Japan - 7.3%

Autobacs Seven Co. Ltd.

728,900

33,381,333

Denso Corp.

2,086,800

64,184,140

Fanuc Corp.

578,300

93,517,437

Fast Retailing Co. Ltd.

176,500

31,709,700

Japan Tobacco, Inc.

4,631

23,149,450

Keyence Corp.

259,200

65,899,873

Kobayashi Pharmaceutical Co. Ltd.

581,700

28,838,124

Nippon Thompson Co. Ltd.

703,000

4,528,543

Osaka Securities Exchange Co. Ltd.

6,007

28,152,785

SHO-BOND Holdings Co. Ltd.

616,900

13,762,975

Unicharm Corp.

1,049,800

47,020,165

USS Co. Ltd.

706,590

58,420,693

Yamato Kogyo Co. Ltd.

1,253,900

31,720,863

TOTAL JAPAN

524,286,081

Mexico - 1.1%

Wal-Mart de Mexico SA de CV Series V

29,755,900

76,868,543

Common Stocks - continued

Shares

Value

Netherlands - 1.4%

ASML Holding NV

1,875,400

$ 78,635,522

QIAGEN NV (a)(d)

1,413,800

19,482,164

TOTAL NETHERLANDS

98,117,686

Portugal - 0.9%

Jeronimo Martins SGPS SA

3,578,800

61,908,767

Singapore - 0.1%

Wing Tai Holdings Ltd.

5,333,000

5,407,877

South Africa - 1.7%

African Rainbow Minerals Ltd.

1,754,100

40,539,927

Clicks Group Ltd.

3,270,927

17,165,947

JSE Ltd.

2,760,635

24,446,836

Mr Price Group Ltd.

2,895,500

27,873,971

MTN Group Ltd.

829,000

14,469,347

TOTAL SOUTH AFRICA

124,496,028

Spain - 1.2%

Inditex SA (d)

620,972

56,511,721

Prosegur Compania de Seguridad SA (Reg.)

608,500

30,357,819

TOTAL SPAIN

86,869,540

Sweden - 1.7%

Fagerhult AB

319,870

7,531,202

H&M Hennes & Mauritz AB (B Shares)

2,342,730

77,581,337

Swedish Match Co.

1,112,800

38,506,903

TOTAL SWEDEN

123,619,442

Switzerland - 9.5%

Nestle SA

5,901,748

342,315,508

Novartis AG sponsored ADR

529,891

29,922,945

Roche Holding AG (participation certificate)

775,805

127,923,176

Schindler Holding AG:

(participation certificate)

280,400

32,975,078

(Reg.)

73,700

8,675,528

The Swatch Group AG (Bearer)

245,360

103,898,098

UBS AG (NY Shares) (a)

2,989,313

37,725,130

TOTAL SWITZERLAND

683,435,463

Turkey - 1.6%

Anadolu Efes Biracilik ve Malt Sanayii AS

1,375,623

16,726,082

Coca-Cola Icecek AS

2,225,191

30,201,942

Common Stocks - continued

Shares

Value

Turkey - continued

Tupras-Turkiye Petrol Rafinerileri AS

764,000

$ 17,282,624

Turkiye Garanti Bankasi AS

13,289,000

46,895,722

TOTAL TURKEY

111,106,370

United Kingdom - 18.6%

Anglo American PLC (United Kingdom)

1,530,200

56,439,999

Babcock International Group PLC

3,884,900

44,015,019

BG Group PLC

8,985,172

196,013,620

BHP Billiton PLC ADR (d)

4,110,590

258,843,852

GlaxoSmithKline PLC sponsored ADR

1,201,450

53,812,946

Imperial Tobacco Group PLC

1,016,816

37,185,437

InterContinental Hotel Group PLC ADR (d)

2,634,615

48,687,685

Johnson Matthey PLC

1,639,500

49,542,539

Reckitt Benckiser Group PLC

1,448,500

74,496,697

Rio Tinto PLC sponsored ADR (d)

1,625,100

87,852,906

Rolls-Royce Group PLC

5,786,411

65,372,586

Rolls-Royce Group PLC Class C

399,262,359

642,094

Rotork PLC

1,058,497

28,666,309

SABMiller PLC

2,078,783

75,938,489

Serco Group PLC

4,963,002

41,463,891

Shaftesbury PLC

2,632,800

21,339,707

Standard Chartered PLC (United Kingdom)

4,522,010

106,102,805

Tesco PLC

9,201,929

59,453,143

Unite Group PLC

4,250,300

12,084,868

Victrex PLC

861,707

17,599,624

TOTAL UNITED KINGDOM

1,335,554,216

United States of America - 13.3%

Allergan, Inc.

379,100

31,889,892

Autoliv, Inc. (d)

862,200

49,809,294

Berkshire Hathaway, Inc. Class B (a)

917,282

71,419,577

Cymer, Inc. (a)

375,800

16,328,510

eBay, Inc. (a)

1,053,600

33,536,088

Google, Inc. Class A (a)

68,300

40,477,312

ION Geophysical Corp. (a)

3,518,500

26,810,970

JPMorgan Chase & Co.

713,102

24,787,426

Juniper Networks, Inc. (a)

2,748,800

67,263,136

Lam Research Corp. (a)

596,334

25,636,399

Martin Marietta Materials, Inc. (d)

233,600

16,858,912

MasterCard, Inc. Class A

271,991

94,446,155

Mead Johnson Nutrition Co. Class A

1,097,200

78,833,820

Mohawk Industries, Inc. (a)

722,300

38,029,095

Common Stocks - continued

Shares

Value

United States of America - continued

Nuance Communications, Inc. (a)

679,105

$ 17,982,700

Philip Morris International, Inc.

1,576,692

110,163,470

ResMed, Inc. (a)

1,188,400

33,631,720

Solera Holdings, Inc.

309,941

16,932,077

Union Pacific Corp.

598,900

59,632,473

Visa, Inc. Class A

1,018,399

94,975,891

TOTAL UNITED STATES OF AMERICA

949,444,917

TOTAL COMMON STOCKS

(Cost $6,519,492,960)


6,874,646,362

Money Market Funds - 7.5%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

328,058,478

328,058,478

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

208,666,395

208,666,395

TOTAL MONEY MARKET FUNDS

(Cost $536,724,873)


536,724,873

TOTAL INVESTMENT PORTFOLIO - 103.5%

(Cost $7,056,217,833)

7,411,371,235

NET OTHER ASSETS (LIABILITIES) - (3.5)%

(248,502,377)

NET ASSETS - 100%

$ 7,162,868,858

Legend

(a) Non-income producing

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

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

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

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

$ 177,254

Fidelity Securities Lending Cash Central Fund

3,601,900

Total

$ 3,779,154

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,335,554,216

$ 1,335,554,216

$ -

$ -

United States of America

949,444,917

949,444,917

-

-

Switzerland

683,435,463

683,435,463

-

-

Japan

524,286,081

-

524,286,081

-

Australia

374,715,741

32,530,833

342,184,908

-

Germany

335,420,322

335,420,322

-

-

France

290,701,925

290,701,925

-

-

Belgium

249,343,753

45,225,582

204,118,171

-

Denmark

208,251,778

208,251,778

-

-

Other

1,923,492,166

1,618,063,047

305,429,119

-

Money Market Funds

536,724,873

536,724,873

-

-

Total Investments in Securities:

$ 7,411,371,235

$ 6,035,352,956

$ 1,376,018,279

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $155,978,028 of which $27,059,158 and $128,918,870 will expire in fiscal 2018 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Series International Growth Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $191,985,059) - See accompanying schedule:

Unaffiliated issuers (cost $6,519,492,960)

$ 6,874,646,362

 

Fidelity Central Funds (cost $536,724,873)

536,724,873

 

Total Investments (cost $7,056,217,833)

 

$ 7,411,371,235

Foreign currency held at value (cost $1,456)

1,456

Receivable for investments sold

2,577,331

Receivable for fund shares sold

11,353,331

Dividends receivable

7,915,020

Distributions receivable from Fidelity Central Funds

67,762

Prepaid expenses

62,664

Other receivables

293,386

Total assets

7,433,642,185

 

 

 

Liabilities

Payable to custodian bank

$ 4,800

Payable for investments purchased

56,348,173

Payable for fund shares redeemed

317,162

Accrued management fee

4,262,144

Other affiliated payables

949,578

Other payables and accrued expenses

225,075

Collateral on securities loaned, at value

208,666,395

Total liabilities

270,773,327

 

 

 

Net Assets

$ 7,162,868,858

Net Assets consist of:

 

Paid in capital

$ 6,893,351,108

Undistributed net investment income

81,593,479

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

(167,217,207)

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

355,141,478

Net Assets

$ 7,162,868,858

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Series International Growth:
Net Asset Value
, offering price and redemption price per share ($4,996,927,321 ÷ 474,581,871 shares)

$ 10.53

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,165,941,537 ÷ 204,995,348 shares)

$ 10.57

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

Annual Report

Fidelity Series International Growth Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 150,676,718

Interest

 

2,187

Income from Fidelity Central Funds

 

3,779,154

Income before foreign taxes withheld

 

154,458,059

Less foreign taxes withheld

 

(9,173,648)

Total income

 

145,284,411

 

 

 

Expenses

Management fee
Basic fee

$ 43,047,076

Performance adjustment

2,258,224

Transfer agent fees

9,794,786

Accounting and security lending fees

1,660,096

Custodian fees and expenses

784,341

Independent trustees' compensation

32,292

Registration fees

3,230

Audit

57,610

Legal

16,906

Miscellaneous

44,229

Total expenses before reductions

57,698,790

Expense reductions

(946,455)

56,752,335

Net investment income (loss)

88,532,076

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(129,017,804)

Foreign currency transactions

(1,457,614)

Total net realized gain (loss)

 

(130,475,418)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $37,564)

(207,523,465)

Assets and liabilities in foreign currencies

(187,531)

Total change in net unrealized appreciation (depreciation)

 

(207,710,996)

Net gain (loss)

(338,186,414)

Net increase (decrease) in net assets resulting from operations

$ (249,654,338)

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

For the period
December 3, 2009
(commencement of
operations) to
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 88,532,076

$ 18,331,035

Net realized gain (loss)

(130,475,418)

(32,051,803)

Change in net unrealized appreciation (depreciation)

(207,710,996)

562,852,474

Net increase (decrease) in net assets resulting
from operations

(249,654,338)

549,131,706

Distributions to shareholders from net investment income

(25,269,633)

-

Distributions to shareholders from net realized gain

(4,689,987)

-

Total distributions

(29,959,620)

-

Share transactions - net increase (decrease)

2,754,034,772

4,139,316,338

Total increase (decrease) in net assets

2,474,420,814

4,688,448,044

 

 

 

Net Assets

Beginning of period

4,688,448,044

-

End of period (including undistributed net investment income of $81,593,479 and undistributed net investment income of $18,331,035, respectively)

$ 7,162,868,858

$ 4,688,448,044

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

Annual Report

Financial Highlights - Series International Growth

Years ended October 31,

2011

2010 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .16

  .09

Net realized and unrealized gain (loss)

  (.46)

  .80

Total from investment operations

  (.30)

  .89

Distributions from net investment income

  (.05)

  -

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.06)

  -

Net asset value, end of period

$ 10.53

$ 10.89

Total Return B,C

  (2.77)%

  8.90%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  1.00%

  1.01% A

Expenses net of fee waivers, if any

  1.00%

  1.01% A

Expenses net of all reductions

  .98%

  .99% A

Net investment income (loss)

  1.40%

  1.06% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 4,996,927

$ 3,944,123

Portfolio turnover rate F

  23%

  63% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class F

Years ended October 31,

2011

2010 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.91

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .18

  .11

Net realized and unrealized gain (loss)

  (.45)

  .80

Total from investment operations

  (.27)

  .91

Distributions from net investment income

  (.06)

  -

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.07)

  -

Net asset value, end of period

$ 10.57

$ 10.91

Total Return B,C

  (2.50)%

  9.10%

Ratios to Average Net Assets E,H

 

 

Expenses before reductions

  .79%

  .78% A

Expenses net of fee waivers, if any

  .79%

  .78% A

Expenses net of all reductions

  .77%

  .75% A

Net investment income (loss)

  1.62%

  1.29% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,165,942

$ 744,325

Portfolio turnover rate F

  23%

  63% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Fidelity Series International Small Cap Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity Series International Small Cap Fund

-0.23%

6.97%

  Class F

-0.03%

7.23%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Small Cap Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period.

gsv332

Annual Report

Fidelity Series International Small Cap Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity® Series International Small Cap Fund: For the year, the fund's Series International Small Cap and Class F shares returned -0.23% and -0.03%, respectively, versus -2.39% for the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Security selection in Europe - especially Finland and Germany - helped, as did stock picking in the United States, which is not in the index. Positioning in Japan and, within non-index emerging markets, Turkey and South Africa were notable detractors. Security selection in Canada, another non-index country, also was negative. In terms of sectors, good security selection in industrials and consumer discretionary, along with a favorable stance in consumer staples and information technology, helped, while relatively weak stock picking in energy and positioning in utilities hurt. The top individual contributor was U.S.-based PriceSmart, a dominant warehouse club retailer in Central America. Aozora Bank (Japan), railroad Kansas City Southern (U.S.) and used-car auctioneer USS (Japan) also helped. On the negative side, the fund was hurt by Canadian energy firms Niko Resources and Petrobank Energy & Resources, the latter of which I sold before period end. Italian asset manager Azimut Holding, the only index component I've mentioned, also hurt.

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

Annual Report

Fidelity Series International Small Cap Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

gsv334

United States of America 19.4%

 

gsv336

Japan 19.3%

 

gsv338

United Kingdom 15.7%

 

gsv340

Brazil 4.6%

 

gsv342

Canada 4.6%

 

gsv344

Germany 4.2%

 

gsv346

France 3.0%

 

gsv348

Finland 2.3%

 

gsv350

South Africa 2.2%

 

gsv352

Other 24.7%

 

gsv354

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

As of April 30, 2011

gsv356

Japan 19.6%

 

gsv358

United Kingdom 16.1%

 

gsv360

United States of America 14.3%

 

gsv362

Canada 5.1%

 

gsv364

Brazil 4.8%

 

gsv366

Germany 3.3%

 

gsv368

France 3.2%

 

gsv370

Finland 3.0%

 

gsv372

Italy 2.8%

 

gsv374

Other 27.8%

 

gsv376

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

93.1

96.7

Short-Term Investments and Net Other Assets

6.9

3.3

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.3

1.7

USS Co. Ltd. (Japan, Specialty Retail)

1.8

1.5

Osaka Securities Exchange Co. Ltd. (Japan, Diversified Financial Services)

1.6

1.3

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.6

1.3

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.4

1.3

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.3

1.3

Bank Sarasin & Co. Ltd. Series B (Reg.) (Switzerland, Capital Markets)

1.3

0.9

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.3

1.2

Andritz AG (Austria, Machinery)

1.3

1.2

Outotec Oyj (Finland, Construction & Engineering)

1.3

1.3

 

15.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

21.4

23.0

Consumer Discretionary

17.2

17.5

Financials

15.3

17.2

Materials

11.1

10.9

Consumer Staples

9.6

8.3

Information Technology

8.4

8.9

Health Care

5.6

4.9

Energy

4.5

5.7

Utilities

0.0

0.3

Annual Report

Fidelity Series International Small Cap Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 93.1%

Shares

Value

Australia - 1.4%

MAp Group unit

3,440,823

$ 12,279,015

OZ Minerals Ltd.

584,968

7,025,424

Ramsay Health Care Ltd.

186,035

3,657,306

TOTAL AUSTRALIA

22,961,745

Austria - 1.9%

Andritz AG

226,762

20,093,634

Zumtobel AG

479,919

10,008,890

TOTAL AUSTRIA

30,102,524

Bailiwick of Guernsey - 0.7%

Resolution Ltd.

2,552,521

11,288,652

Bailiwick of Jersey - 1.5%

Informa PLC

1,963,442

11,443,169

Randgold Resources Ltd. sponsored ADR

112,600

12,337,582

TOTAL BAILIWICK OF JERSEY

23,780,751

Belgium - 1.2%

Gimv NV

148,704

7,603,995

Umicore SA

267,281

11,509,133

TOTAL BELGIUM

19,113,128

Bermuda - 1.3%

Aquarius Platinum Ltd. (Australia)

1,788,347

5,246,760

Lazard Ltd. Class A

152,001

4,155,707

Trinity Ltd.

12,532,000

11,358,506

TOTAL BERMUDA

20,760,973

Brazil - 4.6%

Arezzo Industria e Comercio SA

562,000

7,429,187

Banco ABC Brasil SA

1,175,000

7,834,702

Banco Pine SA

591,600

3,930,908

BR Malls Participacoes SA

322,500

3,483,796

Braskem SA Class A sponsored ADR (d)

908,700

16,392,948

Cia.Hering SA

205,400

4,587,171

Iguatemi Empresa de Shopping Centers SA

202,900

3,931,099

Multiplan Empreendimentos Imobiliarios SA

367,700

7,434,512

Odontoprev SA

558,200

8,783,231

Restoque Comercio e Confeccoes de Roupas SA

112,600

1,770,440

T4F Entretenimento SA

574,500

4,014,675

Totvs SA

238,800

3,963,312

TOTAL BRAZIL

73,555,981

Common Stocks - continued

Shares

Value

Canada - 4.6%

Agnico-Eagle Mines Ltd. (Canada)

179,340

$ 7,779,166

Eldorado Gold Corp.

535,400

10,059,730

Fairfax Financial Holdings Ltd. (sub. vtg.)

30,868

12,902,412

Niko Resources Ltd. (d)

266,500

14,658,369

Open Text Corp. (a)

127,800

7,821,716

Pan American Silver Corp.

153,000

4,277,881

Petrominerales Ltd.

176,350

4,652,661

Quadra FNX Mining Ltd. (a)

329,400

3,800,070

TAG Oil Ltd. (a)

612,800

3,799,071

Tuscany International Drilling, Inc. (a)

3,425,400

2,336,632

Tuscany International Drilling, Inc. (a)(e)

538,700

367,474

TOTAL CANADA

72,455,182

Cayman Islands - 1.5%

China Lilang Ltd.

5,810,000

6,115,775

Intime Department Store Group Co. Ltd.

2,822,000

4,049,767

NVC Lighting Holdings Ltd.

17,238,000

7,484,613

Vantage Drilling Co. (a)

1,748,469

2,377,918

Wynn Macau Ltd.

1,456,800

4,081,776

TOTAL CAYMAN ISLANDS

24,109,849

Denmark - 0.8%

William Demant Holding A/S (a)

152,164

12,140,858

Finland - 2.3%

Metso Corp.

124,600

4,852,291

Nokian Tyres PLC

323,600

11,889,888

Outotec Oyj

428,500

20,031,579

TOTAL FINLAND

36,773,758

France - 3.0%

Audika SA

108,941

2,409,200

Laurent-Perrier Group

87,710

9,042,949

Remy Cointreau SA

135,773

11,161,038

Saft Groupe SA

391,949

11,933,201

Vetoquinol SA

118,141

3,894,459

Virbac SA

53,200

9,208,825

TOTAL FRANCE

47,649,672

Germany - 4.2%

alstria office REIT-AG

552,700

7,105,749

Bilfinger Berger AG

146,898

13,169,265

CompuGROUP Holding AG

297,054

3,823,165

Common Stocks - continued

Shares

Value

Germany - continued

CTS Eventim AG

583,104

$ 19,306,461

Fielmann AG

128,695

13,555,268

Software AG (Bearer)

224,800

9,339,244

TOTAL GERMANY

66,299,152

India - 0.5%

Apollo Tyres Ltd.

2,330,567

2,733,160

Jyothy Laboratories Ltd.

1,744,335

5,105,939

TOTAL INDIA

7,839,099

Ireland - 0.9%

James Hardie Industries NV CDI (a)

2,316,724

15,006,661

Israel - 0.9%

Azrieli Group

283,813

7,302,411

Ituran Location & Control Ltd.

552,995

7,360,363

TOTAL ISRAEL

14,662,774

Italy - 1.6%

Azimut Holding SpA

1,373,464

10,739,163

Interpump Group SpA

2,212,917

14,252,670

TOTAL ITALY

24,991,833

Japan - 19.3%

Air Water, Inc.

288,000

3,656,395

Aozora Bank Ltd. (d)

4,756,000

12,024,827

Asahi Co. Ltd. (d)

245,100

5,430,663

Autobacs Seven Co. Ltd.

321,700

14,732,851

Daikoku Denki Co. Ltd.

502,900

4,503,494

Daikokutenbussan Co. Ltd.

385,900

11,076,607

FCC Co. Ltd.

620,700

13,115,932

GCA Savvian Group Corp. (d)

4,113

4,814,733

Glory Ltd.

249,500

5,340,994

Goldcrest Co. Ltd.

233,000

4,275,284

Kamigumi Co. Ltd.

1,191,000

10,401,037

Kobayashi Pharmaceutical Co. Ltd.

498,800

24,728,307

Kyoto Kimono Yuzen Co. Ltd.

306,400

3,564,724

Meiko Network Japan Co. Ltd.

369,400

3,059,053

Miraial Co. Ltd.

102,000

1,585,166

Nabtesco Corp.

679,400

14,881,861

Nagaileben Co. Ltd.

304,200

4,192,679

Nihon M&A Center, Inc.

1,770

9,991,974

Nihon Parkerizing Co. Ltd.

656,000

8,832,188

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Seiki Co. Ltd.

468,000

$ 4,702,561

Nippon Thompson Co. Ltd.

2,294,000

14,777,352

Obic Co. Ltd.

65,250

12,337,757

Osaka Securities Exchange Co. Ltd.

5,379

25,209,560

OSG Corp.

415,600

5,326,264

Seven Bank Ltd.

2,072

3,687,728

SHO-BOND Holdings Co. Ltd.

378,900

8,453,219

Shoei Co. Ltd.

277,100

1,864,798

The Nippon Synthetic Chemical Industry Co. Ltd.

1,330,000

7,389,099

Tsumura & Co.

368,000

10,351,371

Tsutsumi Jewelry Co. Ltd.

147,500

3,437,521

USS Co. Ltd.

339,890

28,102,024

Yamatake Corp.

279,900

6,193,196

Yamato Kogyo Co. Ltd.

549,900

13,911,239

TOTAL JAPAN

305,952,458

Korea (South) - 0.2%

NCsoft Corp.

12,655

3,963,553

Luxembourg - 0.5%

GlobeOp Financial Services SA

1,619,200

7,421,393

Netherlands - 1.7%

Aalberts Industries NV

816,500

14,457,766

ASM International NV unit (d)

230,600

6,507,532

QIAGEN NV (a)(d)

460,300

6,342,934

TOTAL NETHERLANDS

27,308,232

Papua New Guinea - 0.3%

Oil Search Ltd.

599,724

4,091,827

Philippines - 0.4%

Jollibee Food Corp.

2,728,880

5,798,910

Portugal - 0.7%

Jeronimo Martins SGPS SA

639,100

11,055,631

Singapore - 0.3%

Wing Tai Holdings Ltd.

4,896,000

4,964,742

South Africa - 2.2%

African Rainbow Minerals Ltd.

435,527

10,065,693

City Lodge Hotels Ltd.

20,311

161,233

Clicks Group Ltd.

1,700,371

8,923,611

Common Stocks - continued

Shares

Value

South Africa - continued

JSE Ltd.

799,995

$ 7,084,365

Mr Price Group Ltd.

890,600

8,573,496

TOTAL SOUTH AFRICA

34,808,398

Spain - 1.5%

Grifols SA (a)

141,300

2,636,925

Prosegur Compania de Seguridad SA (Reg.)

432,000

21,552,305

TOTAL SPAIN

24,189,230

Sweden - 2.0%

Fagerhult AB

266,395

6,272,156

Intrum Justitia AB

846,200

13,920,432

Swedish Match Co.

318,400

11,017,791

TOTAL SWEDEN

31,210,379

Switzerland - 1.3%

Bank Sarasin & Co. Ltd. Series B (Reg.)

561,768

21,445,192

Turkey - 1.4%

Albaraka Turk Katilim Bankasi AS

6,155,000

6,509,176

Boyner Buyuk Magazacilik A/S (a)

2,233,500

3,751,446

Coca-Cola Icecek AS

840,220

11,404,089

TOTAL TURKEY

21,664,711

United Arab Emirates - 0.2%

Dubai Financial Market PJSC (a)

13,410,140

3,760,535

United Kingdom - 15.7%

AMEC PLC

540,359

8,042,644

Babcock International Group PLC

1,248,800

14,148,615

Bellway PLC

835,600

9,541,065

Britvic PLC

2,333,200

12,378,680

Dechra Pharmaceuticals PLC

951,734

7,499,835

Derwent London PLC

248,500

6,785,848

Great Portland Estates PLC

1,787,500

10,705,224

H&T Group PLC

708,592

3,544,024

InterContinental Hotel Group PLC ADR

476,100

8,798,328

Johnson Matthey PLC

427,400

12,915,207

Meggitt PLC

3,405,482

21,063,373

Micro Focus International PLC

1,182,800

6,459,800

Persimmon PLC

828,700

6,632,924

Rotork PLC

425,100

11,512,596

Serco Group PLC

2,025,178

16,919,550

Shaftesbury PLC

1,352,900

10,965,698

Common Stocks - continued

Shares

Value

United Kingdom - continued

Spectris PLC

601,707

$ 12,308,701

Spirax-Sarco Engineering PLC

709,900

21,897,061

Ted Baker PLC

535,849

6,646,265

Ultra Electronics Holdings PLC

414,400

10,609,694

Unite Group PLC

4,939,825

14,045,393

Victrex PLC

780,300

15,936,956

TOTAL UNITED KINGDOM

249,357,481

United States of America - 12.5%

ANSYS, Inc. (a)

84,815

4,610,543

Autoliv, Inc. (d)

222,900

12,876,933

Broadridge Financial Solutions, Inc.

188,395

4,191,789

Cymer, Inc. (a)

345,600

15,016,320

Dril-Quip, Inc. (a)

141,848

9,234,305

Evercore Partners, Inc. Class A

185,900

5,101,096

Greenhill & Co., Inc. (d)

94,605

3,574,177

ION Geophysical Corp. (a)

1,654,983

12,610,970

Juniper Networks, Inc. (a)

224,600

5,495,962

Kansas City Southern (a)

230,400

14,554,368

Lam Research Corp. (a)

138,900

5,971,311

Martin Marietta Materials, Inc. (d)

104,700

7,556,199

Mohawk Industries, Inc. (a)

343,962

18,109,599

Oceaneering International, Inc.

227,100

9,499,593

PriceSmart, Inc.

479,199

36,438,294

ResMed, Inc. (a)(d)

512,200

14,495,260

Solera Holdings, Inc.

203,149

11,098,030

Solutia, Inc. (a)

229,800

3,734,250

SS&C Technologies Holdings, Inc. (a)

248,646

3,943,525

TOTAL UNITED STATES OF AMERICA

198,112,524

TOTAL COMMON STOCKS

(Cost $1,419,942,710)


1,478,597,788

Money Market Funds - 10.6%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

117,867,411

$ 117,867,411

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

50,392,071

50,392,071

TOTAL MONEY MARKET FUNDS

(Cost $168,259,482)


168,259,482

TOTAL INVESTMENT PORTFOLIO - 103.7%

(Cost $1,588,202,192)

1,646,857,270

NET OTHER ASSETS (LIABILITIES) - (3.7)%

(59,116,921)

NET ASSETS - 100%

$ 1,587,740,349

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $367,474 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

$ 67,234

Fidelity Securities Lending Cash Central Fund

591,340

Total

$ 658,574

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 305,952,458

$ -

$ 305,952,458

$ -

United Kingdom

249,357,481

249,357,481

-

-

United States of America

198,112,524

198,112,524

-

-

Brazil

73,555,981

73,555,981

-

-

Canada

72,455,182

72,455,182

-

-

Germany

66,299,152

66,299,152

-

-

France

47,649,672

47,649,672

-

-

Finland

36,773,758

36,773,758

-

-

South Africa

34,808,398

34,808,398

-

-

Other

393,633,182

296,468,358

97,164,824

-

Money Market Funds

168,259,482

168,259,482

-

-

Total Investments in Securities:

$ 1,646,857,270

$ 1,243,739,988

$ 403,117,282

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $9,938,109 all of which will expire in fiscal 2019. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Series International Small Cap Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $47,270,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,419,942,710)

$ 1,478,597,788

 

Fidelity Central Funds (cost $168,259,482)

168,259,482

 

Total Investments (cost $1,588,202,192)

 

$ 1,646,857,270

Cash

 

81,151

Receivable for fund shares sold

2,214,194

Dividends receivable

3,328,405

Distributions receivable from Fidelity Central Funds

21,623

Prepaid expenses

6,810

Other receivables

44,503

Total assets

1,652,553,956

 

 

 

Liabilities

Payable to custodian bank

$ 59,124

 

Payable for investments purchased

12,863,108

Payable for fund shares redeemed

61,553

Accrued management fee

1,122,098

Other affiliated payables

233,842

Other payables and accrued expenses

81,811

Collateral on securities loaned, at value

50,392,071

Total liabilities

64,813,607

 

 

 

Net Assets

$ 1,587,740,349

Net Assets consist of:

 

Paid in capital

$ 1,531,525,647

Undistributed net investment income

13,229,687

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

(15,642,606)

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

58,627,621

Net Assets

$ 1,587,740,349

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

Annual Report

Fidelity Series International Small Cap Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Series International Small Cap:
Net Asset Value
, offering price and redemption price per share ($1,107,241,874 ÷ 98,681,489 shares)

$ 11.22

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($480,498,475 ÷ 42,691,151 shares)

$ 11.26

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

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 27,893,165

Special dividends

 

5,957,561

Interest

 

66

Income from Fidelity Central Funds

 

658,574

Income before foreign taxes withheld

 

34,509,366

Less foreign taxes withheld

 

(1,871,425)

Total income

 

32,637,941

 

 

 

Expenses

Management fee
Basic fee

$ 10,761,271

Performance adjustment

(1,088)

Transfer agent fees

2,012,916

Accounting and security lending fees

581,133

Custodian fees and expenses

259,921

Independent trustees' compensation

6,597

Registration fees

573

Audit

68,609

Legal

3,447

Miscellaneous

8,662

Total expenses before reductions

13,702,041

Expense reductions

(178,179)

13,523,862

Net investment income (loss)

19,114,079

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $5,538)

(11,850,916)

Foreign currency transactions

(1,126,623)

Total net realized gain (loss)

 

(12,977,539)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $84,401)

(37,890,094)

Assets and liabilities in foreign currencies

(85,447)

Total change in net unrealized appreciation (depreciation)

 

(37,975,541)

Net gain (loss)

(50,953,080)

Net increase (decrease) in net assets resulting from operations

$ (31,839,001)

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

Annual Report

Fidelity Series International Small Cap Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

For the period
December 3, 2009
(commencement of
operations) to
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,114,079

$ 2,308,288

Net realized gain (loss)

(12,977,539)

3,459,115

Change in net unrealized appreciation (depreciation)

(37,975,541)

96,603,162

Net increase (decrease) in net assets resulting
from operations

(31,839,001)

102,370,565

Distributions to shareholders from net investment income

(8,192,680)

-

Distributions to shareholders from net realized gain

(6,124,182)

-

Total distributions

(14,316,862)

-

Share transactions - net increase (decrease)

801,569,467

729,956,180

Total increase (decrease) in net assets

755,413,604

832,326,745

 

 

 

Net Assets

Beginning of period

832,326,745

-

End of period (including undistributed net investment income of $13,229,687 and undistributed net investment income of $2,308,288, respectively)

$ 1,587,740,349

$ 832,326,745

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

Annual Report

Financial Highlights - Series International Small Cap

Years ended October 31,

2011

2010 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.40

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .17 G

  .06

Net realized and unrealized gain (loss)

  (.19)

  1.34

Total from investment operations

  (.02)

  1.40

Distributions from net investment income

  (.09)

  -

Distributions from net realized gain

  (.07)

  -

Total distributions

  (.16)

  -

Net asset value, end of period

$ 11.22

$ 11.40

Total Return B,C

  (.23)%

  14.00%

Ratios to Average Net Assets E,I

 

 

Expenses before reductions

  1.14%

  1.21% A

Expenses net of fee waivers, if any

  1.14%

  1.21% A

Expenses net of all reductions

  1.13%

  1.18% A

Net investment income (loss)

  1.47% G

  .68% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,107,242

$ 701,814

Portfolio turnover rate F

  22%

  21% A

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 special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.00%.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class F

Years ended October 31,

2011

2010 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.43

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .20 G

  .09

Net realized and unrealized gain (loss)

  (.20)

  1.34

Total from investment operations

  -

  1.43

Distributions from net investment income

  (.10)

  -

Distributions from net realized gain

  (.07)

  -

Total distributions

  (.17)

  -

Net asset value, end of period

$ 11.26

$ 11.43

Total Return B,C

  (.03)%

  14.30%

Ratios to Average Net Assets E,I

 

 

Expenses before reductions

  .93%

  .98% A

Expenses net of fee waivers, if any

  .93%

  .98% A

Expenses net of all reductions

  .92%

  .94% A

Net investment income (loss)

  1.68% G

  .92% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 480,498

$ 130,513

Portfolio turnover rate F

  22%

  21% A

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 special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.21%.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Fidelity Series International Value Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity Series International Value Fund

-11.84%

-6.82%

  Class F

-11.61%

-6.60%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Value Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Value Index performed over the same period.

gsv378

Annual Report

Fidelity Series International Value Fund


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Alex Zavratsky, who became Portfolio Manager of Fidelity® Series International Value Fund on September 6, 2011: For the year, the fund's Series International Value and Class F shares fell 11.84% and 11.61%, respectively, trailing the 5.33% drop of the benchmark MSCI® EAFE® (Europe, Australasia, Far East) Value Index. In geographic terms, weak stock picking in and a lack of exposure to the comparatively healthy Asia Pacific ex Japan region, especially Australia, was detrimental to performance. Stock selection also was punitive in Europe - particularly the U.K. and France - and Japan. Sector-wise, the biggest source of weakness was the financials sector, where holdings in several European banks were among the biggest detractors, including France-based Societe Generale, Italy's Intesa Sanpaolo and an out-of-index stake in Lloyds Banking Group in the U.K. Elsewhere within financials, French insurance firm AXA and ING Groep, a diversified financials company in the Netherlands, hampered results. Picks in energy, consumer discretionary and industrials also hurt. However, positioning in utilities was a bright spot. Here, the fund's lack of exposure to Japanese utility Tokyo Electric Power, a benchmark component, was the biggest individual contributor, while out-of-index stakes in Swiss pharma firm Roche Holding and Canada-based miner Yamana Gold also aided results. Some of the stocks I've mentioned were sold from the fund by period end.

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

Annual Report

Fidelity Series International Value Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

gsv380

United Kingdom 27.2%

 

gsv382

Japan 21.4%

 

gsv384

Germany 10.5%

 

gsv386

France 8.4%

 

gsv388

Switzerland 7.5%

 

gsv390

Australia 6.2%

 

gsv392

Italy 3.0%

 

gsv394

Norway 2.9%

 

gsv396

Netherlands 2.8%

 

gsv398

Other 10.1%

 

gsv400

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

As of April 30, 2011

gsv402

United Kingdom 20.4%

 

gsv404

Japan 17.2%

 

gsv406

France 10.0%

 

gsv408

Germany 7.6%

 

gsv410

Spain 6.4%

 

gsv412

Switzerland 4.8%

 

gsv414

Netherlands 4.0%

 

gsv416

Canada 3.3%

 

gsv418

Hong Kong 3.3%

 

gsv420

Other 23.0%

 

gsv422

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.6

99.4

Short-Term Investments and Net Other Assets

1.4

0.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

5.8

4.4

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

3.5

1.8

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

3.4

2.3

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

3.0

2.5

Sanofi-aventis (France, Pharmaceuticals)

2.9

0.0

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.9

0.3

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

2.8

2.0

Nestle SA (Switzerland, Food Products)

2.2

0.0

Allianz AG (Germany, Insurance)

2.0

0.4

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

1.9

0.0

 

30.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.7

35.6

Energy

13.4

12.8

Telecommunication Services

11.6

6.2

Health Care

11.6

5.4

Consumer Staples

9.0

1.9

Utilities

7.8

5.4

Consumer Discretionary

7.5

10.7

Industrials

6.4

8.8

Materials

5.1

7.7

Information Technology

2.5

4.9

Annual Report

Fidelity Series International Value Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 6.2%

Australia & New Zealand Banking Group Ltd.

5,485,359

$ 123,961,265

Commonwealth Bank of Australia

3,584,943

184,176,264

Macquarie Group Ltd.

1,125,175

28,971,811

Telstra Corp. Ltd.

20,153,739

65,444,143

TOTAL AUSTRALIA

402,553,483

Bailiwick of Guernsey - 0.3%

Resolution Ltd.

4,440,500

19,638,333

Bailiwick of Jersey - 0.5%

Wolseley PLC

1,155,000

33,397,328

France - 8.4%

Atos Origin SA

527,702

25,574,644

BNP Paribas SA

1,827,675

83,088,144

Casino Guichard Perrachon et Compagnie

322,372

30,301,191

Compagnie de St. Gobain

519,711

24,230,793

Euler Hermes SA

174,326

12,631,837

GDF Suez

2,073,900

58,879,491

Pernod-Ricard SA

349,100

32,610,566

PPR SA

344,075

53,759,073

Sanofi-aventis

2,585,387

184,982,821

Unibail-Rodamco

180,054

36,006,038

TOTAL FRANCE

542,064,598

Germany - 10.1%

Allianz AG

970,678

109,091,122

Allianz AG sponsored ADR

1,683,700

18,857,440

BASF AG

1,643,280

120,961,251

Bayer AG

1,232,246

78,947,106

Daimler AG (United States)

1,223,200

62,187,488

Deutsche Telekom AG

4,633,700

58,957,237

E.ON AG

2,876,357

69,700,139

HeidelbergCement AG

582,200

26,572,203

Metro AG

474,200

22,108,907

Siemens AG

593,760

62,247,449

Volkswagen AG

137,087

21,589,533

TOTAL GERMANY

651,219,875

Hong Kong - 0.6%

Henderson Land Development Co. Ltd.

792,000

4,329,095

Power Assets Holdings Ltd.

4,515,500

34,312,426

TOTAL HONG KONG

38,641,521

Common Stocks - continued

Shares

Value

Ireland - 0.7%

CRH PLC sponsored ADR (d)

2,253,796

$ 41,492,384

Italy - 2.7%

ENI SpA

5,465,800

120,833,040

Intesa Sanpaolo SpA

18,204,954

32,525,242

Telecom Italia SpA

14,457,900

17,992,225

TOTAL ITALY

171,350,507

Japan - 21.4%

ABC-Mart, Inc.

527,600

20,664,447

Aeon Credit Service Co. Ltd.

2,042,100

30,457,475

Air Water, Inc.

2,354,000

29,885,951

Aisin Seiki Co. Ltd.

621,500

19,658,677

Aozora Bank Ltd.

19,005,000

48,051,271

Asahi Glass Co. Ltd.

2,312,000

20,248,616

Canon, Inc.

1,017,400

46,193,634

Chubu Electric Power Co., Inc.

1,684,400

30,821,288

Credit Saison Co. Ltd.

1,786,600

34,867,932

Denso Corp.

1,510,400

46,455,686

Dentsu, Inc.

898,900

27,069,546

Fanuc Corp.

196,200

31,727,687

Honda Motor Co. Ltd.

1,934,200

57,847,228

INPEX Corp.

5,915

39,056,308

Itochu Corp.

6,875,000

68,005,525

Japan Retail Fund Investment Corp.

39,909

61,785,966

Japan Tobacco, Inc.

20,349

101,720,613

JSR Corp.

1,603,900

30,622,531

JX Holdings, Inc.

7,910,900

46,085,980

KDDI Corp.

11,239

82,340,219

Mitsubishi Corp.

1,655,400

34,050,908

Mitsubishi Tanabe Pharma Corp.

2,894,600

50,075,114

Nippon Telegraph & Telephone Corp.

1,691,800

86,793,397

Obic Co. Ltd.

146,690

27,736,791

ORIX Corp.

376,220

32,838,907

Santen Pharmaceutical Co. Ltd.

772,100

28,813,497

Seven & i Holdings Co., Ltd.

1,549,800

41,362,854

Tokio Marine Holdings, Inc.

1,133,100

27,021,642

Tokyo Gas Co. Ltd.

12,171,000

52,418,954

Toray Industries, Inc.

5,015,000

35,698,334

USS Co. Ltd.

354,050

29,272,770

West Japan Railway Co.

1,460,600

61,898,781

TOTAL JAPAN

1,381,548,529

Common Stocks - continued

Shares

Value

Korea (South) - 0.5%

Samsung Electronics Co. Ltd.

39,799

$ 34,133,606

Mexico - 0.6%

Grupo Modelo SAB de CV Series C

6,452,300

40,927,079

Netherlands - 2.8%

ING Groep NV:

(Certificaten Van Aandelen) (a)

7,009,852

60,440,514

sponsored ADR (a)(d)

2,187,677

18,901,529

Koninklijke KPN NV

2,316,532

30,442,739

Koninklijke Philips Electronics NV

1,471,400

30,634,132

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

1,150,600

39,728,672

TOTAL NETHERLANDS

180,147,586

Norway - 2.9%

Aker Solutions ASA

1,497,323

17,413,547

DnB NOR ASA

4,345,800

50,696,837

Orkla ASA (A Shares) (d)

4,537,600

39,527,552

Telenor ASA

4,401,000

78,572,347

TOTAL NORWAY

186,210,283

Portugal - 0.2%

Energias de Portugal SA

4,767,024

15,074,338

Singapore - 1.9%

Singapore Telecommunications Ltd.

27,344,000

69,109,399

United Overseas Bank Ltd.

4,041,491

54,793,247

TOTAL SINGAPORE

123,902,646

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR (d)

9,934,975

89,812,174

Red Electrica Corporacion SA

437,800

21,190,353

Repsol YPF SA

1,744,120

52,859,760

TOTAL SPAIN

163,862,287

Sweden - 0.8%

Tele2 AB (B Shares)

1,101,850

23,255,372

Telefonaktiebolaget LM Ericsson (B Shares)

2,885,973

30,072,331

TOTAL SWEDEN

53,327,703

Switzerland - 7.5%

Nestle SA

2,411,040

139,846,090

Roche Holding AG (participation certificate)

1,096,361

180,779,940

Syngenta AG (Switzerland)

114,360

34,857,822

Transocean Ltd. (United States)

305,818

17,477,499

Common Stocks - continued

Shares

Value

Switzerland - continued

UBS AG (NY Shares) (a)

3,068,100

$ 38,719,422

Zurich Financial Services AG

323,332

75,089,809

TOTAL SWITZERLAND

486,770,582

United Kingdom - 27.2%

Aegis Group PLC

6,696,572

14,775,654

Aviva PLC

8,389,100

45,775,812

Barclays PLC

23,346,208

72,385,411

BP PLC sponsored ADR

4,343,070

191,876,833

British American Tobacco PLC (United Kingdom)

911,800

41,814,121

British Land Co. PLC

3,034,400

24,912,002

Centrica PLC

6,377,800

30,431,860

Compass Group PLC

3,568,400

32,481,047

GlaxoSmithKline PLC sponsored ADR

5,008,400

224,326,236

HSBC Holdings PLC sponsored ADR

1,173,984

51,256,141

Imperial Tobacco Group PLC

1,837,037

67,181,303

International Power PLC

7,996,335

43,491,525

National Grid PLC

8,183,503

81,375,890

Next PLC

457,600

18,809,919

Prudential PLC

6,790,280

70,150,639

Reed Elsevier PLC

6,479,300

55,694,955

Royal Dutch Shell PLC Class A sponsored ADR (d)

5,316,000

376,957,563

Scottish & Southern Energy PLC

2,668,821

57,684,452

Tesco PLC

5,122,700

33,097,475

Vodafone Group PLC sponsored ADR

8,019,899

223,273,988

TOTAL UNITED KINGDOM

1,757,752,826

TOTAL COMMON STOCKS

(Cost $6,127,926,004)


6,324,015,494

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Germany - 0.4%

Volkswagen AG

133,550

23,435,156

Italy - 0.3%

Telecom Italia SpA (Risparmio Shares)

19,319,700

20,278,147

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $44,689,294)


43,713,303

Money Market Funds - 8.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

78,017,083

$ 78,017,083

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

458,793,150

458,793,150

TOTAL MONEY MARKET FUNDS

(Cost $536,810,233)


536,810,233

TOTAL INVESTMENT PORTFOLIO - 106.9%

(Cost $6,709,425,531)

6,904,539,030

NET OTHER ASSETS (LIABILITIES) - (6.9)%

(445,085,308)

NET ASSETS - 100%

$ 6,459,453,722

Legend

(a) Non-income producing

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

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

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

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

$ 86,610

Fidelity Securities Lending Cash Central Fund

7,084,349

Total

$ 7,170,959

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,757,752,826

$ 1,446,250,953

$ 311,501,873

$ -

Japan

1,381,548,529

-

1,381,548,529

-

Germany

674,655,031

612,407,582

62,247,449

-

France

542,064,598

357,081,777

184,982,821

-

Switzerland

486,770,582

451,912,760

34,857,822

-

Australia

402,553,483

-

402,553,483

-

Italy

191,628,654

32,525,242

159,103,412

-

Norway

186,210,283

186,210,283

-

-

Netherlands

180,147,586

49,344,268

130,803,318

-

Other

564,397,225

337,647,121

226,750,104

-

Money Market Funds

536,810,233

536,810,233

-

-

Total Investments in Securities:

$ 6,904,539,030

$ 4,010,190,219

$ 2,894,348,811

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $902,960,621 of which $6,804,041 and $896,156,580 will expire in fiscal 2018 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Series International Value Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $441,287,939) - See accompanying schedule:

Unaffiliated issuers (cost $6,172,615,298)

$ 6,367,728,797

 

Fidelity Central Funds (cost $536,810,233)

536,810,233

 

Total Investments (cost $6,709,425,531)

 

$ 6,904,539,030

Cash

 

2,155,482

Foreign currency held at value (cost $348)

348

Receivable for investments sold

78,852,175

Receivable for fund shares sold

11,353,331

Dividends receivable

22,668,726

Distributions receivable from Fidelity Central Funds

77,152

Prepaid expenses

61,584

Other receivables

939,314

Total assets

7,020,647,142

 

 

 

Liabilities

Payable for investments purchased

$ 97,795,381

Payable for fund shares redeemed

317,162

Accrued management fee

3,196,460

Other affiliated payables

896,673

Other payables and accrued expenses

194,594

Collateral on securities loaned, at value

458,793,150

Total liabilities

561,193,420

 

 

 

Net Assets

$ 6,459,453,722

Net Assets consist of:

 

Paid in capital

$ 7,089,738,039

Undistributed net investment income

149,195,087

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

(974,451,115)

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

194,971,711

Net Assets

$ 6,459,453,722

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

Annual Report

Fidelity Series International Value Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Series International Value:
Net Asset Value
, offering price and redemption price per share ($4,503,486,735 ÷ 524,009,130 shares)

$ 8.59

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,955,966,987 ÷ 226,859,015 shares)

$ 8.62

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

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 248,338,815

Interest

 

3,393

Income from Fidelity Central Funds

 

7,170,959

Income before foreign taxes withheld

 

255,513,167

Less foreign taxes withheld

 

(18,914,053)

Total income

 

236,599,114

 

 

 

Expenses

Management fee
Basic fee

$ 42,074,176

Performance adjustment

(593,294)

Transfer agent fees

9,609,326

Accounting and security lending fees

1,673,919

Custodian fees and expenses

818,732

Independent trustees' compensation

31,737

Registration fees

3,305

Audit

79,911

Legal

16,745

Interest

1,808

Miscellaneous

43,821

Total expenses before reductions

53,760,186

Expense reductions

(1,422,343)

52,337,843

Net investment income (loss)

184,261,271

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(943,510,321)

Foreign currency transactions

(371,977)

Total net realized gain (loss)

 

(943,882,298)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $972,928)

(137,448,099)

Assets and liabilities in foreign currencies

(519,881)

Total change in net unrealized appreciation (depreciation)

 

(137,967,980)

Net gain (loss)

(1,081,850,278)

Net increase (decrease) in net assets resulting from operations

$ (897,589,007)

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

Annual Report

Fidelity Series International Value Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

For the period
December 3, 2009
(commencement
of operations) to
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 184,261,271

$ 38,040,995

Net realized gain (loss)

(943,882,298)

(15,045,002)

Change in net unrealized appreciation (depreciation)

(137,967,980)

332,939,691

Net increase (decrease) in net assets resulting
from operations

(897,589,007)

355,935,684

Distributions to shareholders from net investment income

(69,464,545)

-

Distributions to shareholders from net realized gain

(19,166,449)

-

Total distributions

(88,630,994)

-

Share transactions - net increase (decrease)

2,850,091,917

4,239,646,122

Total increase (decrease) in net assets

1,863,871,916

4,595,581,806

 

 

 

Net Assets

Beginning of period

4,595,581,806

-

End of period (including undistributed net investment income of $149,195,087 and undistributed net investment income of $38,040,995, respectively)

$ 6,459,453,722

$ 4,595,581,806

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

Annual Report

Financial Highlights - Series International Value

Years ended October 31,

2011

2010 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.91

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .30

  .18

Net realized and unrealized gain (loss)

  (1.45)

  (.27) G

Total from investment operations

  (1.15)

  (.09)

Distributions from net investment income

  (.13)

  -

Distributions from net realized gain

  (.04)

  -

Total distributions

  (.17)

  -

Net asset value, end of period

$ 8.59

$ 9.91

Total Return B,C

  (11.84)%

  (.90)%

Ratios to Average Net Assets E,I

 

 

Expenses before reductions

  .95%

  1.01% A

Expenses net of fee waivers, if any

  .95%

  1.01% A

Expenses net of all reductions

  .93%

  .99% A

Net investment income (loss)

  3.05%

  2.24% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 4,503,487

$ 3,865,058

Portfolio turnover rate F

  78%

  72% A

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 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.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class F

Years ended October 31,

2011

2010 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.93

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .31

  .20

Net realized and unrealized gain (loss)

  (1.44)

  (.27) G

Total from investment operations

  (1.13)

  (.07)

Distributions from net investment income

  (.14)

  -

Distributions from net realized gain

  (.04)

  -

Total distributions

  (.18)

  -

Net asset value, end of period

$ 8.62

$ 9.93

Total Return B,C

  (11.61)%

  (.70)%

Ratios to Average Net Assets E,I

 

 

Expenses before reductions

  .74%

  .78% A

Expenses net of fee waivers, if any

  .74%

  .78% A

Expenses net of all reductions

  .72%

  .75% A

Net investment income (loss)

  3.26%

  2.47% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,955,967

$ 730,524

Portfolio turnover rate F

  78%

  72% A

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 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.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund (the Funds) are funds of Fidelity Investment Trust (the Trust). The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. Shares of the Funds are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. Fidelity Series Emerging Markets Fund offers Series Emerging Markets shares and Class F shares. Fidelity Series International Growth Fund offers Series International Growth shares and Class F shares. Fidelity Series International Small Cap Fund offers Series International Small Cap shares and Class F shares. Fidelity Series International Value Fund offers Series International Value shares and Class F shares. All classes have equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class differs with respect to transfer agent fees incurred and certain class-level expense reductions. Certain Funds' 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 Funds invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Funds indirectly bear their proportionate share of the expenses of the underlying Fidelity Central Funds.

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

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

Annual Report

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Each Fund uses independent pricing services approved by the Board of Trustees to value their 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.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of each Fund's Schedule of Investments. Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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 Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Funds are presented separately on the Statement of Operations as

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

"Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, each Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, each Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Fidelity Series International Growth Fund, and Fidelity Series International Small Cap Fund are subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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), partnerships,1 capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

 

Tax cost

Gross unrealized
appreciation

Gross unrealized
depreciation

Net unrealized
appreciation
(depreciation) on
securities and
other investments

Fidelity Series Emerging Markets Fund

$ 5,088,939,573

$ 386,605,171

$ (501,901,065)

$ (115,295,894)

Fidelity Series International Growth Fund

7,070,774,694

689,983,550

(349,387,009)

340,596,541

Fidelity Series International Small Cap Fund

1,594,808,540

165,973,327

(113,924,597)

52,048,730

Fidelity Series International Value Fund

6,780,916,025

461,112,861

(337,489,856)

123,623,005

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

 

Undistributed
ordinary
income

Undistributed
long-term
capital gain

Capital loss
carryforward

Net unrealized
appreciation
(depreciation)

Fidelity Series Emerging Markets Fund

$ 33,778,339

$ 152,064,089

$ -

$ (115,374,239)

Fidelity Series International Growth Fund

84,911,160

-

(155,978,028)

340,622,181

Fidelity Series International Small Cap Fund

14,131,539

-

(9,938,109)

52,021,273

Fidelity Series International Value Fund

149,195,087

-

(902,960,621)

123,481,217

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Funds' first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

October 31, 2011

 

 

 

 

Ordinary
Income

Long-term
Capital Gains

Total

Fidelity Series Emerging Markets Fund

$ 65,102,939

$ 61,559,932

$ 126,662,871

Fidelity Series International Growth Fund

29,959,620

-

29,959,620

Fidelity Series International Small Cap Fund

14,316,862

-

14,316,862

Fidelity Series International Value Fund

88,630,994

-

88,630,994

October 31, 2010

 

 

 

 

Ordinary
Income

Long-term
Capital Gains

Total

Fidelity Series Emerging Markets Fund

$ 97,275,785

$ -

$ 97,275,785

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Funds' financial statement disclosures.

4. Operating Policies.

Restricted Securities. The Funds 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

Annual Report

Notes to Financial Statements - continued

4. Operating Policies - continued

Restricted Securities - continued

prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of each applicable Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

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

 

Purchases ($)

Sales ($)

Fidelity Series Emerging Markets Fund

6,193,744,773

3,791,737,359

Fidelity Series International Growth Fund

3,920,808,960

1,351,086,230

Fidelity Series International Small Cap Fund

982,831,587

261,241,846

Fidelity Series International Value Fund

7,525,772,641

4,630,736,976

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee. The management fee is the sum of an individual fund fee rate and a group fee rate. The individual fund fee rate is applied to each Fund's average net assets. 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 for Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund is subject to a performance adjustment (up to a maximum ± .20% of each applicable Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on each applicable Fund's relative investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. Each applicable Fund's performance adjustment took effect in December 2010. Subsequent months will be added until the performance period includes 36 months.

For the period, each Fund's annual management fee rate expressed as a percentage of each Fund's average net assets, including the performance adjustment, if applicable, was as follows:

 

Individual Rate

Group Rate

Total

Fidelity Series Emerging Markets Fund

.55%

.26%

.81%

Fidelity Series International Growth Fund

.45%

.26%

.74%

Fidelity Series International Small Cap Fund

.60%

.26%

.86%

Fidelity Series International Value Fund

.45%

.26%

.70%

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Funds. 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 each Fund except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. 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:

Fidelity Series Emerging Markets Fund

Amount

% of
Average
Net Assets

Series Emerging Markets

$ 5,935,004

.21

Fidelity Series International Growth Fund

 

 

Series International Growth

$ 9,794,786

.21

Fidelity Series International Small Cap Fund

 

 

Series International Small Cap

$ 2,012,916

.21

Fidelity Series International Value Fund

 

 

Series International Value

$ 9,609,326

.21

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

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were as follows:

 

Amount

Fidelity Series Emerging Markets Fund

$ 4,195

Fidelity Series International Growth Fund

8,675

Fidelity Series International Small Cap Fund

4,277

Fidelity Series International Value Fund

1,854

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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

 

Borrower
or Lender

Average Daily Loan Balance

Weighted Average Interest Rate

Interest
Expense

Fidelity Series Emerging Markets Fund

Borrower

$ 6,917,000

.61%

$ 235

Fidelity Series International Value Fund

Borrower

51,653,000

.31%

1,808

7. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Fidelity Series Emerging Markets Fund

$ 10,891

Fidelity Series International Growth Fund

17,877

Fidelity Series International Small Cap Fund

3,618

Fidelity Series International Value Fund

17,614

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

8. Security Lending.

Certain Funds lend 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 Funds. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of

Annual Report

8. Security Lending - continued

the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. Security lending activity as of and during the period was as follows:

 

Total Security
Lending Income

Security Lending
Income From Securities Loaned to FCM

Fidelity Series Emerging Markets Fund

$ 1,354,601

$ -

Fidelity Series International Growth Fund

3,601,900

28

Fidelity Series International Small Cap Fund

591,340

75

Fidelity Series International Value Fund

7,084,349

512

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of certain Funds provided services to these Funds in addition to trade execution. These services included payments of expenses on behalf of each applicable Fund. In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

 

Brokerage
Service reduction

Custody expense
reduction

Fidelity Series Emerging Markets Fund

$ 1,982,868

$ -

Fidelity Series International Growth Fund

946,455

-

Fidelity Series International Small Cap Fund

178,132

47

Fidelity Series International Value Fund

1,422,343

-

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010A

Fidelity Series Emerging Markets Fund

 

 

From net investment income

 

 

Series Emerging Markets

$ 12,963,515

$ 4,872,057

Class F

3,863,477

98,750

Total

$ 16,826,992

$ 4,970,807

From net realized gain

 

 

Series Emerging Markets

$ 89,686,359

$ 90,721,075

Class F

20,149,520

1,583,903

Total

$ 109,835,879

$ 92,304,978

Fidelity Series International Growth Fund

 

 

From net investment income

 

 

Series International Growth

$ 20,001,889

$ -

Class F

5,267,744

-

Total

$ 25,269,633

$ -

From net realized gain

 

 

Series International Growth

$ 3,829,643

$ -

Class F

860,344

-

Total

$ 4,689,987

$ -

Fidelity Series International Small Cap Fund

 

 

From net investment income

 

 

Series International Small Cap

$ 6,519,818

$ -

Class F

1,672,862

-

Total

$ 8,192,680

$ -

From net realized gain

 

 

Series International Small Cap

$ 5,000,638

$ -

Class F

1,123,544

-

Total

$ 6,124,182

$ -

Fidelity Series International Value Fund

 

 

From net investment income

 

 

Series International Value

$ 55,879,024

$ -

Class F

13,585,521

-

Total

$ 69,464,545

$ -

From net realized gain

 

 

Series International Value

$ 15,652,284

$ -

Class F

3,514,165

-

Total

$ 19,166,449

$ -

A Distributions for Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund are for the period December 3, 2009 to October 31, 2010.

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010A

2011

2010A

Fidelity Series Emerging Markets Fund

 

 

 

 

Series Emerging Markets

 

 

 

 

Shares sold

110,983,487

79,991,131

$ 1,927,221,177

$ 1,291,962,481

Reinvestment of distributions

5,501,065

5,955,958

102,649,874

95,593,132

Shares redeemed

(34,406,501)

(12,830,835)

(605,551,460)

(212,836,681)

Net increase (decrease)

82,078,051

73,116,254

$ 1,424,319,591

$ 1,174,718,932

Class F

 

 

 

 

Shares sold

70,265,019

23,518,400

$ 1,219,851,930

$ 387,691,188

Reinvestment of distributions

1,285,492

104,773

24,012,997

1,682,653

Shares redeemed

(4,258,591)

(85,069)

(71,872,048)

(1,389,220)

Net increase (decrease)

67,291,920

23,538,104

$ 1,171,992,879

$ 387,984,621

Fidelity Series International Growth Fund

 

 

 

 

Series International Growth

 

 

 

 

Shares sold

199,240,913

383,695,719

$ 2,197,620,267

$ 3,683,684,745

Reinvestment of distributions

2,139,059

-

23,831,532

-

Shares redeemed

(89,024,200)

(21,469,620)

(974,623,034)

(207,462,670)

Net increase (decrease)

112,355,772

362,226,099

$ 1,246,828,765

$ 3,476,222,075

Class F

 

 

 

 

Shares sold

146,529,108

68,259,971

$ 1,611,081,104

$ 663,568,900

Reinvestment of distributions

549,703

-

6,128,088

-

Shares redeemed

(10,293,869)

(49,565)

(110,003,185)

(474,637)

Net increase (decrease)

136,784,942

68,210,406

$ 1,507,206,007

$ 663,094,263

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010A

2011

2010A

Fidelity Series International Small Cap Fund

 

 

 

 

Series International Small Cap

 

 

 

 

Shares sold

53,908,450

65,438,695

$ 631,399,700

$ 653,652,045

Reinvestment of distributions

981,018

-

11,520,456

-

Shares redeemed

(17,761,732)

(3,884,942)

(206,339,970)

(39,646,565)

Net increase (decrease)

37,127,736

61,553,753

$ 436,580,186

$ 614,005,480

Class F

 

 

 

 

Shares sold

33,128,289

11,440,459

$ 386,033,238

$ 116,123,150

Reinvestment of distributions

238,000

-

2,796,406

-

Shares redeemed

(2,098,084)

(17,513)

(23,840,363)

(172,450)

Net increase (decrease)

31,268,205

11,422,946

$ 364,989,281

$ 115,950,700

Fidelity Series International Value Fund

 

 

 

 

Series International Value

 

 

 

 

Shares sold

234,577,356

412,641,187

$ 2,316,609,509

$ 3,772,955,102

Reinvestment of distributions

7,268,202

-

71,531,308

-

Shares redeemed

(107,758,811)

(22,718,804)

(1,035,580,685)

(206,545,585)

Net increase (decrease)

134,086,747

389,922,383

$ 1,352,560,132

$ 3,566,409,517

Class F

 

 

 

 

Shares sold

165,152,487

73,576,238

$ 1,606,189,266

$ 673,595,109

Reinvestment of distributions

1,734,189

-

17,099,686

-

Shares redeemed

(13,565,563)

(38,336)

(125,757,167)

(358,504)

Net increase (decrease)

153,321,113

73,537,902

$ 1,497,531,785

$ 673,236,605

A Share transactions for Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund are for the period December 3, 2009 to October 31, 2010.

Annual Report

12. Other.

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

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund:

We have audited the accompanying statements of assets and liabilities of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund (the Funds), each a fund of Fidelity Investment Trust, including the schedules of investments, as of October 31, 2011, the related statements of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund as of October 31, 2011, the results of their operations for the year then ended, the changes in their net assets and their financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Series International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Series International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Series International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Series Class or 1-800-835-5092 for Class F.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

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

Fund

Pay Date

Record Date

Dividends

Capital Gains

Series Emerging Markets

12/12/11

12/09/11

$0.093

$0.519

Class F

12/12/11

12/09/11

$0.124

$0.519

Series International Growth

12/12/11

12/09/11

$0.115

$0.007

Class F

12/12/11

12/09/11

$0.140

$0.007

Series International Small Cap

12/12/11

12/09/11

$0.106

$0.009

Class F

12/12/11

12/09/11

$0.128

$0.009

Series International Value

12/12/11

12/09/11

$0.224

$0.000

Class F

12/12/11

12/09/11

$0.242

$0.000

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividends-received deduction for corporate shareholders

Fund

December 30, 2010

Series Emerging Markets

0%

Class F

0%

Series International Growth

12%

Class F

12%

Series International Small Cap

0%

Class F

0%

Series International Value

0%

Class F

0%

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

Fund

December 10, 2010

December 30, 2010

Series Emerging Markets

36%

0%

Class F

33%

0%

Series International Growth

100%

100%

Class F

100%

100%

Series International Small Cap

51%

100%

Class F

45%

100%

Series International Value

60%

71%

Class F

55%

71%

Annual Report

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended October 31, 2011, or, if subsequently determined to be different, the net capital gain of such year.

Fund

Fidelity Series Emerging Markets Fund

$152,471,677

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Emerging Markets Fund
Fidelity Series International Growth Fund
Fidelity Series International Small Cap Fund
Fidelity Series International Value Fund

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance (Fidelity Series Emerging Markets Fund). The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total return of Class F and the retail class of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Series Emerging Markets Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F of the fund was in the first quartile for the period shown. The Board also noted that the investment performance of Class F of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

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

Investment Performance (Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund). The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance for each class, as well as each fund's relative investment performance for each class measured over, as available, against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because each fund had been in existence less than three calendar years, for each fund the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of Class F and the retail class of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc (for Fidelity Series International Small Cap Fund, a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. Each of Fidelity Series International Growth Fund's and Fidelity Series International Value Fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series International Growth Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F of the fund was in the second quartile for the period shown. The Board also noted that the investment performance of Class F of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Annual Report

Fidelity Series International Small Cap Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F of the fund was in the third quartile for the period shown. The Board also noted that the investment performance of the fund was lower than its benchmark for the period shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series International Value Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F of the fund was in the fourth quartile for the period shown. The Board also noted that the investment performance of Class F of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

The Board also considered that each fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for each fund's shareholders and helps to more closely align the interests of FMR and each fund's shareholders.

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

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

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." For Fidelity Series International Small Cap Fund, the Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to a fund's performance adjustment (if applicable). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 19% would mean that 81% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked and the impact of a fund's performance adjustment (if applicable), is also included in the charts and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Emerging Markets Fund

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Fidelity Series International Growth Fund

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Annual Report

Fidelity Series International Small Cap Fund

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Fidelity Series International Value Fund

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The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of Fidelity Series International Growth Fund's, Fidelity Series International Small Cap Fund's and Fidelity Series International Value Fund's performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2010 represents calculations for performance periods that differ from the period shown in the performance chart above.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expense ratio of each class of each fund ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

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

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

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

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

Annual Report

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

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

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

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

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although each fund is offered only to other funds advised by FMR or an affiliate, it continues to incur investment management expenses. The Board further noted that each fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

FIL Investment Advisors

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

Custodians

The Northern Trust Company

Chicago, IL

Fidelity Series Emerging Markets Fund

State Street Bank and Trust Company

Quincy, MA

Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund

gsv440
GSV-S-ANN-1211 1.907943.101

Fidelity®

Diversified International
Fund -

Class K

Annual Report

October 31, 2011

(Fidelity Cover Art)


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Class K A

-4.87%

-2.19%

7.06%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® Diversified International Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Diversified International Fund - Class K on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

dif30369

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Class K shares returned -4.87%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Fund performance versus the index was held back by security selection in energy, positioning in consumer staples, stock selection in financials and an underweighting in pharmaceuticals. Geographically, performance was curtailed by stock selection in the Asia-Pacific ex Japan region, China and Canada. Individual detractors included U.K.-based Lloyds Banking Group; out-of-benchmark positions in Canadian energy companies Niko Resources and Petrobank Energy & Resources; an underweighting in Swiss drug company Roche Holding, since sold; Danish beer company Carlsberg; and Italy's Fiat Industrial. On the plus side, the fund benefited from an underweighting in the utilities sector, positioning in consumer discretionary and security selection in technology hardware/equipment. Regionally, positioning in continental Europe helped, as did stock picks in Japan. Top contributors included Japan Tobacco, U.K.-listed Royal Dutch Shell, Japanese online retailer Rakuten, a lack of exposure to index component Tokyo Electric Power and an out-of-benchmark stake in technology giant Apple.

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

Annual Report

Fidelity Diversified International Fund


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Diversified International

.87%

 

 

 

Actual

 

$ 1,000.00

$ 836.80

$ 4.03

HypotheticalA

 

$ 1,000.00

$ 1,020.82

$ 4.43

Class K

.70%

 

 

 

Actual

 

$ 1,000.00

$ 837.70

$ 3.24

HypotheticalA

 

$ 1,000.00

$ 1,021.68

$ 3.57

Class F

.64%

 

 

 

Actual

 

$ 1,000.00

$ 838.00

$ 2.96

HypotheticalA

 

$ 1,000.00

$ 1,021.98

$ 3.26

A 5% return per year before expenses

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

Annual Report

Fidelity Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30371

United Kingdom

18.1%

 

dif30373

Japan

13.4%

 

dif30375

Germany

8.6%

 

dif30377

United States of America

8.4%

 

dif30379

France

7.1%

 

dif30381

Canada

5.6%

 

dif30383

Switzerland

4.4%

 

dif30385

Australia

3.6%

 

dif30387

Netherlands

2.7%

 

dif30389

Other

28.1%

 

dif30391

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

As of April 30, 2011

dif30371

United Kingdom

17.6%

 

dif30373

Japan

13.0%

 

dif30375

Germany

8.4%

 

dif30377

France

6.4%

 

dif30379

United States of America

6.2%

 

dif30381

Switzerland

5.4%

 

dif30383

Canada

5.0%

 

dif30385

Australia

3.8%

 

dif30387

Spain

3.4%

 

dif30389

Other

30.8%

 

dif30403

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

98.1

Short-Term Investments and Net Other Assets

3.4

1.9

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.0

2.4

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

2.1

2.0

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

1.8

1.7

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

1.7

1.6

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.6

1.1

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

1.6

1.2

Nestle SA (Switzerland, Food Products)

1.4

1.1

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

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

Reckitt Benckiser Group PLC (United Kingdom, Household Products)

1.3

1.3

 

17.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

15.5

20.5

Consumer Discretionary

16.0

14.8

Energy

11.4

11.3

Materials

10.2

11.2

Consumer Staples

10.1

6.7

Information Technology

9.8

10.3

Industrials

9.1

10.8

Health Care

8.2

6.2

Telecommunication Services

6.2

6.0

Utilities

0.1

0.3

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

Australia - 3.6%

BHP Billiton Ltd. sponsored ADR (d)

6,896,500

$ 538,478,720

Fortescue Metals Group Ltd.

5,712,451

28,695,469

Iluka Resources Ltd.

2,245,282

37,330,693

Newcrest Mining Ltd.

7,469,169

263,999,256

Paladin Energy Ltd. (Australia) (a)

401,613

613,372

QBE Insurance Group Ltd.

2,851,820

43,902,034

WorleyParsons Ltd.

503,041

14,602,027

TOTAL AUSTRALIA

927,621,571

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,000

174,662

Bailiwick of Guernsey - 1.2%

Amdocs Ltd. (a)

1,849,800

55,530,996

Ashmore Global Opportunities Ltd. (United Kingdom)

767,088

8,512,053

Resolution Ltd.

52,410,500

231,788,056

TOTAL BAILIWICK OF GUERNSEY

295,831,105

Bailiwick of Jersey - 1.9%

Experian PLC

14,652,572

190,988,377

Randgold Resources Ltd. sponsored ADR

855,700

93,759,049

Shire PLC

2,847,600

89,390,276

WPP PLC

11,475,509

118,805,910

TOTAL BAILIWICK OF JERSEY

492,943,612

Belgium - 1.0%

Anheuser-Busch InBev SA NV

4,421,964

245,260,547

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

5,339,200

7,389

TOTAL BELGIUM

245,267,936

Bermuda - 1.1%

ARA Asset Management Ltd.

693,000

717,641

Assured Guaranty Ltd.

3,044,700

38,789,478

Cafe de Coral Holdings Ltd.

314,000

708,589

CNPC (Hong Kong) Ltd.

17,870,000

25,031,989

Huabao International Holdings Ltd.

40,906,000

25,985,857

Kosmos Energy Ltd.

1,876,800

29,090,400

Li & Fung Ltd.

47,910,000

92,331,883

Noble Group Ltd.

62,626,000

76,438,883

Pacific Basin Shipping Ltd.

1,535,000

699,915

Vtech Holdings Ltd.

62,200

580,780

TOTAL BERMUDA

290,375,415

Brazil - 2.0%

All America Latina Logistica SA

87,300

434,670

Anhanguera Educacional Participacoes SA

2,049,500

30,136,196

Banco Bradesco SA

111,400

1,621,826

Banco Bradesco SA (PN) sponsored ADR

3,400,000

61,880,000

BM&F Bovespa SA

181,100

1,080,989

 

Shares

Value

Droga Raia SA

386,000

$ 5,473,503

Drogasil SA

4,673,900

29,395,598

Estacio Participacoes SA

1,989,165

23,213,875

Fleury SA

46,700

588,781

Hypermarcas SA

96,700

520,328

Itau Unibanco Banco Multiplo SA sponsored ADR

6,775,800

129,553,296

Klabin SA (PN) (non-vtg.)

193,000

710,319

Kroton Educacional SA unit (a)

1,279,200

14,302,725

Multiplus SA

63,000

1,063,941

Qualicorp SA

3,366,000

30,774,633

Souza Cruz Industria Comerico

5,151,200

63,175,094

T4F Entretenimento SA

2,091,900

14,618,449

Telefonica Brasil SA sponsored ADR (a)

2,600,955

75,479,714

Tractebel Energia SA

1,917,200

30,702,888

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

80,000

549,732

Valid Solucoes SA

69,260

830,862

Weg SA

71,000

787,649

Wilson Sons Ltd. unit

57,500

813,679

TOTAL BRAZIL

517,708,747

British Virgin Islands - 0.3%

Arcos Dorados Holdings, Inc.

1,737,100

40,648,140

Camelot Information Systems, Inc. ADR (a)(d)

1,840,603

6,000,366

Mail.ru Group Ltd. GDR (Reg. S)

1,065,100

36,692,695

TOTAL BRITISH VIRGIN ISLANDS

83,341,201

Canada - 5.6%

Agnico-Eagle Mines Ltd. (Canada)

1,250,000

54,220,796

Barrick Gold Corp.

800,000

39,492,401

Canadian Natural Resources Ltd.

5,118,800

180,545,727

Fairfax Financial Holdings Ltd. (sub. vtg.)

170,000

71,057,732

Goldcorp, Inc.

1,859,800

90,485,329

InterOil Corp. (a)(d)

274,600

13,046,246

Ivanhoe Mines Ltd. (a)

3,235,460

66,211,952

Niko Resources Ltd.

2,237,500

123,069,795

Open Text Corp. (a)

1,440,400

88,156,497

Osisko Mining Corp. (a)

2,890,000

34,847,570

Painted Pony Petroleum Ltd. (a)(f)(e)

2,485,600

30,395,209

Painted Pony Petroleum Ltd. Class A (a)(e)

3,643,370

44,553,022

Penn West Petroleum Ltd.

754,400

13,478,321

Petrobank Energy & Resources Ltd.

5,356,000

48,195,135

Petrominerales Ltd.

3,121,175

82,346,293

Potash Corp. of Saskatchewan, Inc. (d)

2,589,500

122,558,670

Silver Wheaton Corp.

669,800

23,127,367

Suncor Energy, Inc.

2,661,700

84,776,019

Talisman Energy, Inc.

6,846,400

97,114,005

Tourmaline Oil Corp. (a)

1,440,000

47,872,398

Tourmaline Oil Corp. (a)(f)

310,100

10,309,188

Common Stocks - continued

Shares

Value

Canada - continued

Uranium One, Inc.

11,314,400

$ 34,050,459

Valeant Pharmaceuticals International, Inc. (Canada)

700,000

27,639,063

TOTAL CANADA

1,427,549,194

Cayman Islands - 0.7%

Boer Power Holdings Ltd.

2,826,000

1,037,408

China Automation Group Ltd.

5,475,000

1,900,663

China Lodging Group Ltd. ADR (a)

50,100

778,053

China ZhengTong Auto Services Holdings Ltd.

24,761,500

26,812,069

Geely Automobile Holdings Ltd.

34,550,000

8,833,647

Hengan International Group Co. Ltd.

9,258,000

80,251,579

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

1,726,400

21,372,832

Hutchison China Meditech Ltd. (a)

124,800

597,092

Mindray Medical International Ltd. sponsored ADR (d)

48,000

1,310,400

Minth Group Ltd.

8,036,000

8,337,881

NVC Lighting Holdings Ltd.

41,380,000

17,966,892

Samson Holding Ltd.

6,041,000

617,660

Sands China Ltd. (a)

4,816,800

14,475,389

SITC International Holdings Co. Ltd.

2,881,000

744,165

Xingda International Holdings Ltd.

1,472,000

843,327

Xueda Education Group sponsored ADR

177,700

589,964

TOTAL CAYMAN ISLANDS

186,469,021

Chile - 0.0%

Compania Cervecerias Unidas SA sponsored ADR

23,000

1,317,440

Embotelladora Andina SA sponsored ADR

40,000

1,140,000

Empresa Nacional de Telecomunicaciones SA (ENTEL)

48,876

967,644

Inversiones Aguas Metropolitanas SA

871,222

1,369,203

Isapre CruzBlanca SA (a)

868,719

824,481

Quinenco SA

363,717

1,028,162

Sonda SA

228,248

557,168

TOTAL CHILE

7,204,098

China - 1.0%

Baidu.com, Inc. sponsored ADR (a)(d)

1,375,500

192,817,590

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

25,167,480

36,411,889

China Bluechemical Ltd. (H shares)

938,000

735,046

China Communications Services Corp. Ltd. (H Shares)

2,208,000

1,018,299

China Construction Bank Corp. (H Shares)

1,408,000

1,034,507

Comba Telecom Systems Holdings Ltd.

865,500

730,793

 

Shares

Value

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

20,692,000

$ 21,505,759

SINA Corp. (a)(d)

150,000

12,193,500

TOTAL CHINA

266,447,383

Colombia - 0.0%

Ecopetrol SA ADR

18,000

765,720

Curacao - 0.6%

Schlumberger Ltd.

2,104,800

154,639,656

Denmark - 2.6%

Carlsberg A/S Series B

1,542,600

105,006,110

Novo Nordisk A/S Series B

4,408,339

468,091,658

William Demant Holding A/S (a)

1,096,698

87,503,314

TOTAL DENMARK

660,601,082

Egypt - 0.0%

Commercial International Bank Ltd.

134,400

598,985

JUHAYNA Food Industries (a)

682,600

558,111

TOTAL EGYPT

1,157,096

Finland - 0.1%

Nokian Tyres PLC

439,253

16,139,273

France - 7.1%

Alstom SA

3,024,896

113,444,762

Arkema SA

345,300

23,623,042

Atos Origin SA

365,000

17,689,425

AXA SA

5,053,600

82,315,579

BNP Paribas SA

4,498,836

204,522,102

Bureau Veritas SA

493,400

38,387,930

Danone

2,707,950

188,500,861

Dassault Aviation SA (d)

36,265

34,930,245

Essilor International SA

1,754,728

127,246,488

JC Decaux SA (a)

990,200

26,536,591

LVMH Moet Hennessy - Louis Vuitton

1,827,964

304,198,757

PPR SA

2,051,100

320,468,603

Publicis Groupe SA

1,225,000

59,394,047

Sanofi-aventis

3,684,720

263,639,409

TOTAL FRANCE

1,804,897,841

Germany - 7.1%

adidas AG

1,561,780

110,574,530

Allianz AG

827,462

92,995,574

BASF AG

2,293,559

168,828,055

Bayer AG

1,939,962

124,288,808

Bayerische Motoren Werke AG (BMW)

570,895

46,661,038

Deutsche Boerse AG

961,100

53,202,652

ElringKlinger AG

777,428

21,549,929

Fresenius Medical Care AG & Co. KGaA

2,737,800

199,465,891

Fresenius SE

2,037,100

201,033,066

GFK AG

1,496,500

69,171,612

Infineon Technologies AG

2,825,300

25,527,951

Kabel Deutschland Holding AG (a)

917,600

52,394,698

Linde AG

1,228,429

195,417,632

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

2,904,790

$ 175,672,049

Siemens AG sponsored ADR (d)

2,686,500

282,001,905

TOTAL GERMANY

1,818,785,390

Hong Kong - 1.1%

AIA Group Ltd.

27,220,800

83,234,101

China Everbright Ltd.

470,000

696,819

China Insurance International Holdings Co. Ltd. (a)

314,800

682,663

China Mobile (Hong Kong) Ltd. sponsored ADR

1,335,275

63,505,679

China Resources Enterprise Ltd.

3,626,000

13,242,327

Henderson Land Development Co. Ltd.

9,664,155

52,824,551

Hopewell Holdings Ltd.

367,500

954,394

Swire Pacific Ltd. (A Shares)

4,577,000

52,889,821

Television Broadcasts Ltd.

184,000

1,060,283

TOTAL HONG KONG

269,090,638

India - 2.2%

Axis Bank Ltd.

1,472,751

34,807,954

Bajaj Auto Ltd.

793,148

28,053,344

Bharti Airtel Ltd.

9,007,984

72,142,424

Cipla Ltd.

152,766

923,047

CMC Ltd.

50,598

839,811

Cummins India Ltd.

598,043

4,879,115

Deccan Chronicle Holdings Ltd. (a)

502,904

531,886

Dr. Reddy's Laboratories Ltd.

164,145

5,561,788

HDFC Bank Ltd.

12,995,695

129,605,356

Housing Development Finance Corp. Ltd.

6,539,994

92,036,217

India Cements Ltd.

419,168

687,050

Indian Bank

129,270

572,409

Infrastructure Development Finance Co. Ltd.

11,744,307

31,706,496

ITC Ltd.

5,213,498

22,739,475

Jyothy Laboratories Ltd.

196,188

574,273

Lupin Ltd.

513,210

4,938,001

Mahindra & Mahindra Financial Services Ltd.

2,226,876

30,619,486

Max India Ltd. (a)

159,846

618,828

Piramal Healthcare Ltd.

82,278

606,698

Punjab National Bank

47,106

959,620

Redington India Ltd.

285,486

555,235

Shriram Transport Finance Co. Ltd.

2,327,613

29,139,567

State Bank of India

1,273,075

49,517,031

Tulip Telecom Ltd.

216,760

667,397

Wipro Ltd.

1,388,041

10,415,154

TOTAL INDIA

553,697,662

Ireland - 0.5%

Accenture PLC Class A

842,000

50,738,920

 

Shares

Value

CRH PLC

2,294,300

$ 41,420,472

Elan Corp. PLC sponsored ADR (a)

2,547,800

30,548,122

TOTAL IRELAND

122,707,514

Italy - 1.8%

ENI SpA

914,500

20,216,952

Fiat Industrial SpA (a)

22,427,792

195,693,464

Prada SpA

7,151,000

35,350,634

Saipem SpA

4,438,007

198,992,956

TOTAL ITALY

450,254,006

Japan - 13.4%

ABC-Mart, Inc.

1,300,200

50,924,779

Aozora Bank Ltd.

15,351,000

38,812,684

Calbee, Inc. (d)

1,161,000

52,932,917

Denso Corp.

1,928,200

59,306,047

Dentsu, Inc.

2,233,900

67,271,842

Don Quijote Co. Ltd.

1,603,200

58,734,504

Fanuc Corp.

849,100

137,308,760

Hitachi Ltd.

46,637,000

249,926,411

Honda Motor Co. Ltd.

7,721,500

230,931,326

Hoya Corp.

2,535,400

55,397,394

Itochu Corp.

13,063,600

129,221,379

Japan Retail Fund Investment Corp.

3,741

5,791,709

Japan Tobacco, Inc.

64,874

324,292,254

JSR Corp.

3,621,700

69,147,467

KDDI Corp.

27,429

200,952,920

Keyence Corp.

661,100

168,080,270

Mitsubishi Corp.

3,128,000

64,341,694

Mitsubishi UFJ Financial Group, Inc.

18,434,600

80,125,863

Mitsui & Co. Ltd.

3,506,800

51,186,625

Nitori Holdings Co. Ltd.

468,050

44,768,217

NTT DoCoMo, Inc.

63,713

113,171,495

ORIX Corp.

3,924,320

342,539,945

OSAKA Titanium technologies Co. Ltd.

120,200

6,621,404

Rakuten, Inc.

232,855

255,296,560

Seven & i Holdings Co., Ltd.

4,070,900

108,648,886

Shimadzu Corp.

1,668,000

14,201,899

SHIMANO, Inc.

1,088,100

53,791,901

SMC Corp.

814,700

126,736,052

SOFTBANK CORP.

4,765,000

154,670,897

Sumitomo Mitsui Financial Group, Inc.

970,800

27,138,812

Yahoo! Japan Corp.

268,168

86,135,853

TOTAL JAPAN

3,428,408,766

Korea (South) - 2.1%

Amorepacific Corp.

90,308

101,831,595

BS Financial Group, Inc. (a)

84,020

921,277

Korea Plant Service & Engineering Co. Ltd.

23,570

643,352

LG Corp.

22,235

1,296,413

LG Household & Health Care Ltd.

59,158

26,618,232

MegaStudy Co. Ltd.

5,266

580,249

Common Stocks - continued

Shares

Value

Korea (South) - continued

NHN Corp. (a)

518,772

$ 107,822,858

Orion Corp.

134,404

71,836,677

S1 Corp.

20,993

1,088,469

Samchully Co. Ltd.

8,166

701,699

Samsung Electronics Co. Ltd.

199,807

171,364,442

Shinhan Financial Group Co. Ltd.

1,389,720

55,155,939

Shinsegae Co. Ltd.

2,714

680,024

Sindoh Co. Ltd.

11,340

505,997

TOTAL KOREA (SOUTH)

541,047,223

Luxembourg - 0.3%

Brait SA

322,500

772,085

Millicom International Cellular SA (depositary receipt)

6,700

738,387

Samsonite International SA

26,313,700

42,814,701

Ternium SA sponsored ADR

1,411,261

34,632,345

TOTAL LUXEMBOURG

78,957,518

Malaysia - 0.0%

Parkson Holdings Bhd

563,574

1,023,070

Mexico - 0.8%

America Movil SAB de CV Series L sponsored ADR

3,033,400

77,109,028

Grupo Televisa SA de CV (CPO) sponsored ADR

2,180,600

46,512,198

Urbi, Desarrollos Urbanos, SA de CV (a)

422,300

536,746

Wal-Mart de Mexico SA de CV Series V

34,518,200

89,171,013

TOTAL MEXICO

213,328,985

Netherlands - 2.7%

AEGON NV (a)

27,466,400

131,004,746

ASML Holding NV (Netherlands)

1,332,700

55,913,481

Gemalto NV

1,476,891

67,386,376

ING Groep NV sponsored ADR (a)(d)

19,501,500

168,492,960

Koninklijke KPN NV

10,983,331

144,337,603

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

4,051,300

84,469,605

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

767,500

26,500,744

Yandex NV

450,000

12,384,000

TOTAL NETHERLANDS

690,489,515

Norway - 1.5%

DnB NOR ASA

9,071,909

105,830,248

Storebrand ASA (A Shares)

4,980,000

30,706,840

Telenor ASA

14,310,000

255,480,638

TOTAL NORWAY

392,017,726

Papua New Guinea - 0.0%

Oil Search Ltd.

140,611

959,368

Philippines - 0.0%

Banco de Oro Universal Bank

677,000

893,986

 

Shares

Value

Manila Water Co., Inc.

2,331,300

$ 1,060,800

Universal Robina Corp.

899,000

991,040

TOTAL PHILIPPINES

2,945,826

Poland - 0.0%

Eurocash SA

98,400

788,957

Kruk SA (a)

53,000

706,578

Warsaw Stock Exchange

44,200

624,003

TOTAL POLAND

2,119,538

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

9,940,628

45,591,071

Russia - 0.4%

Sberbank of Russia

20,189,400

54,784,535

Uralkali JSC GDR (Reg. S)

939,700

40,782,980

TOTAL RUSSIA

95,567,515

Singapore - 0.0%

Global Logistic Properties Ltd.

523,000

727,928

South Africa - 0.7%

African Bank Investments Ltd.

146,200

634,443

AngloGold Ashanti Ltd.

35,900

1,622,469

AngloGold Ashanti Ltd. sponsored ADR

1,750,000

79,117,500

Aveng Ltd.

120,300

562,369

Foschini Ltd.

1,702,800

21,485,880

JSE Ltd.

74,600

660,621

Nampak Ltd.

191,000

524,653

Naspers Ltd. Class N

860,200

41,186,371

Sasol Ltd.

23,900

1,074,739

Shoprite Holdings Ltd.

1,956,200

28,668,979

Tiger Brands Ltd.

408,600

11,775,123

TOTAL SOUTH AFRICA

187,313,147

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

7,048,840

63,448,157

Banco Santander SA (Spain) sponsored ADR (d)

13,562,300

116,093,288

Grifols SA ADR (a)

9,784,300

62,717,363

Inditex SA (d)

3,264,772

297,111,439

Prosegur Compania de Seguridad SA (Reg.)

1,822,600

90,928,776

Repsol YPF SA

1,000,369

30,318,594

TOTAL SPAIN

660,617,617

Sweden - 0.4%

H&M Hennes & Mauritz AB (B Shares)

1,292,285

42,795,029

Swedbank AB (A Shares)

4,284,600

60,363,140

TOTAL SWEDEN

103,158,169

Switzerland - 4.4%

Clariant AG (Reg.) (a)

4,713,347

51,535,029

Kuehne & Nagel International AG

1,486,880

185,192,848

Nestle SA

6,034,542

350,017,877

Noble Corp.

742,700

26,692,638

Partners Group Holding

49,390

9,258,339

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (Reg.)

1,278,570

$ 150,505,705

Transocean Ltd. (United States)

1,650,300

94,314,645

UBS AG (a)

12,243,801

154,783,795

Zurich Financial Services AG

410,659

95,370,411

TOTAL SWITZERLAND

1,117,671,287

Taiwan - 1.0%

Chroma ATE, Inc.

295,200

588,987

CTCI Corp.

544,000

692,166

Giant Manufacturing Co. Ltd.

195,000

754,567

HTC Corp.

4,228,000

95,018,182

Motech Industries, Inc.

381,000

715,692

Pacific Hospital Supply Co. Ltd.

219,064

716,843

Powertech Technology, Inc.

288,600

702,614

SIMPLO Technology Co. Ltd.

89,200

524,868

St. Shine Optical Co. Ltd.

53,000

665,803

Ta Chong Bank (a)

3,076,000

885,512

Taiwan Fertilizer Co. Ltd.

3,810,000

9,820,065

Taiwan Semiconductor Manufacturing Co. Ltd.

612,000

1,491,368

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

10,407,200

131,338,864

Unified-President Enterprises Corp.

7,865,200

10,815,919

TOTAL TAIWAN

254,731,450

Thailand - 0.0%

Banpu PCL (For. Reg.)

25,400

515,630

Charoen Pokphand Foods PCL (For. Reg.)

653,400

636,326

PTT PCL (For. Reg.)

93,000

916,177

TOTAL THAILAND

2,068,133

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

2,045,195

573,523

United Kingdom - 18.1%

3Legs Resources PLC

6,373,700

13,837,749

Anglo American PLC (United Kingdom)

3,427,600

126,423,827

BG Group PLC

11,701,879

255,279,216

British American Tobacco PLC:

(United Kingdom)

85,000

3,898,004

sponsored ADR

1,797,900

165,856,275

Burberry Group PLC

6,074,500

131,002,436

Capita Group PLC

7,638,800

89,248,477

Carphone Warehouse Group PLC

16,014,300

90,397,232

Compass Group PLC

150,000

1,365,362

Filtrona PLC

1,190,508

7,602,777

GlaxoSmithKline PLC

18,595,500

417,404,751

HSBC Holdings PLC sponsored ADR

9,939,900

433,976,034

Imperial Tobacco Group PLC

2,149,970

78,625,409

Inchcape PLC

17,114,619

89,809,932

 

Shares

Value

ITV PLC

62,863,890

$ 64,753,082

Lloyds Banking Group PLC (a)

229,626,800

118,767,489

Misys PLC

13,125,310

61,593,504

National Grid PLC

308,000

3,062,719

Next PLC

3,224,800

132,557,312

Ocado Group PLC (a)(d)

9,816,418

14,784,304

Pan African Resources PLC

3,344,300

699,179

Pearson PLC

10,425,200

191,555,485

Pz Cussons PLC Class L

1,957,500

11,584,829

QinetiQ Group PLC

12,165,700

22,851,778

Reckitt Benckiser Group PLC

6,620,100

340,473,304

Rockhopper Exploration PLC (a)

201,600

693,816

Rolls-Royce Group PLC

18,758,100

211,921,603

Rolls-Royce Group PLC Class C

1,294,308,900

2,081,508

Royal Dutch Shell PLC:

Class A (United Kingdom)

198,500

7,033,114

Class A sponsored ADR

4,900,000

347,459,000

Class B sponsored ADR

10,527,400

755,867,323

Standard Chartered PLC (United Kingdom)

105,587

2,477,455

SuperGroup PLC (a)(d)

1,516,200

15,215,322

Vodafone Group PLC sponsored ADR

14,974,100

416,878,944

TOTAL UNITED KINGDOM

4,627,038,551

United States of America - 5.0%

Anadarko Petroleum Corp.

10,800

847,800

Apple, Inc. (a)

654,300

264,847,554

CF Industries Holdings, Inc.

470,800

76,396,716

Citigroup, Inc.

5,105,150

161,271,689

Cognizant Technology Solutions Corp. Class A (a)

658,900

47,934,975

Facebook, Inc. Class B (g)

1,288,142

32,203,550

Green Mountain Coffee Roasters, Inc. (a)

280,100

18,212,102

Intuit, Inc.

321,900

17,276,373

Nabors Industries Ltd. (a)

1,587,600

29,100,708

Newmont Mining Corp.

1,000,000

66,830,000

Noble Energy, Inc.

782,728

69,928,920

Polycom, Inc. (a)

2,900,000

47,937,000

PriceSmart, Inc.

43,700

3,322,948

SanDisk Corp. (a)

2,032,400

102,981,708

Schweitzer-Mauduit International, Inc. (e)

1,608,255

113,092,492

The Mosaic Co.

1,132,300

66,307,488

Unisys Corp. (a)

1,537,730

39,965,603

Virgin Media, Inc.

917,500

22,368,650

Wells Fargo & Co.

4,129,500

106,995,345

TOTAL UNITED STATES OF AMERICA

1,287,821,621

TOTAL COMMON STOCKS

(Cost $21,875,227,771)


24,327,847,370

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

ProSiebenSat.1 Media AG

3,507,000

$ 75,226,728

Volkswagen AG

1,736,326

304,687,918

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $221,929,530)


379,914,646

Master Notes - 0.0%

 

Principal Amount

 

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (g)
(Cost $276,258)

$ 270,994


270,994

Money Market Funds - 6.3%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

725,272,617

725,272,617

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

886,536,637

886,536,637

TOTAL MONEY MARKET FUNDS

(Cost $1,611,809,254)


1,611,809,254

TOTAL INVESTMENT
PORTFOLIO - 102.9%

(Cost $23,709,242,813)

26,319,842,264

NET OTHER ASSETS (LIABILITIES) - (2.9)%

(747,943,275)

NET ASSETS - 100%

$ 25,571,898,989

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $40,704,397 or 0.2% of net assets.

(g) 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 $32,474,544 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11

$ 32,203,550

OZ Optics Ltd. 5% 11/5/14

11/5/10

$ 276,258

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

$ 1,220,251

Fidelity Securities Lending Cash Central Fund

20,356,167

Total

$ 21,576,418

Other Affiliated Issuers

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

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Ashmore Global Opportunities Ltd. (United States)

$ -

$ 9,748,350

$ -

$ 240,285

$ -

Painted Pony Petroleum Ltd.

9,544,006

11,945,802

-

-

30,395,209

Painted Pony Petroleum Ltd. Class A

21,509,462

5,212,327

-

-

44,553,022

Petrobank Energy & Resources Ltd.

223,863,859

-

1,729,615

108,873,999

-

Schweitzer-Mauduit International, Inc.

83,300,121

17,267,467

-

907,782

113,092,492

Total

$ 338,217,448

$ 44,173,946

$ 1,729,615

$ 110,022,066

$ 188,040,723

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 4,627,038,551

$ 3,885,316,989

$ 741,721,562

$ -

Japan

3,428,408,766

-

3,428,408,766

-

Germany

2,198,700,036

1,823,562,096

375,137,940

-

France

1,804,897,841

1,541,258,432

263,639,409

-

Canada

1,427,549,194

1,427,549,194

-

-

United States of America

1,287,821,621

1,255,618,071

-

32,203,550

Switzerland

1,117,671,287

962,887,492

154,783,795

-

Australia

927,621,571

538,478,720

389,142,851

-

Netherlands

690,489,515

477,070,544

213,418,971

-

Other

7,197,563,634

4,195,813,680

3,001,749,954

-

Master Notes

270,994

-

-

270,994

Money Market Funds

1,611,809,254

1,611,809,254

-

-

Total Investments in Securities:

$ 26,319,842,264

$ 17,719,364,472

$ 8,568,003,248

$ 32,474,544

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

Investments in Securities:

Beginning Balance

$ 451,860

Total Realized Gain (Loss)

(1,057,894)

Total Unrealized Gain (Loss)

1,048,395

Cost of Purchases

32,666,617

Proceeds of Sales

(632,318)

Amortization/Accretion

(2,116)

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 32,474,544

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (5,264)

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $3,286,171,990 of which $2,666,600,138 and $619,571,852 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Diversified International Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $813,313,897) - See accompanying schedule:

Unaffiliated issuers (cost $21,967,898,714)

$ 24,519,992,287

 

Fidelity Central Funds (cost $1,611,809,254)

1,611,809,254

 

Other affiliated issuers (cost $129,534,845)

188,040,723

 

Total Investments (cost $23,709,242,813)

 

$ 26,319,842,264

Foreign currency held at value (cost $251,333)

251,333

Receivable for investments sold

234,571,947

Receivable for fund shares sold

74,623,129

Dividends receivable

62,708,309

Interest receivable

17,819

Distributions receivable from Fidelity Central Funds

360,288

Prepaid expenses

98,276

Other receivables

2,945,967

Total assets

26,695,419,332

Liabilities

Payable for investments purchased

$ 100,359,104

Payable for fund shares redeemed

117,607,449

Accrued management fee

13,820,459

Other affiliated payables

3,926,570

Other payables and accrued expenses

1,270,124

Collateral on securities loaned, at value

886,536,637

Total liabilities

1,123,520,343

Net Assets

$ 25,571,898,989

Net Assets consist of:

 

Paid in capital

$ 25,969,888,803

Undistributed net investment income

418,909,977

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

(3,430,253,408)

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

2,613,353,617

Net Assets

$ 25,571,898,989

Diversified International:
Net Asset Value
, offering price and redemption price per share ($17,285,369,497 ÷ 628,706,658 shares)

$ 27.49

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($8,115,192,236 ÷ 295,039,055 shares)

$ 27.51

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($171,337,256 ÷ 6,228,258 shares)

$ 27.51

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends (including $1,148,067 earned from other affiliated issuers)

 

$ 775,256,545

Special dividends (earned from other affiliated issuers)

 

108,873,999

Interest

 

21,709

Income from Fidelity Central Funds

 

21,576,418

Income before foreign taxes withheld

 

905,728,671

Less foreign taxes withheld

 

(61,260,298)

Total income

 

844,468,373

 

 

 

Expenses

Management fee
Basic fee

$ 225,204,522

Performance adjustment

(17,677,656)

Transfer agent fees

55,414,460

Accounting and security lending fees

2,636,921

Custodian fees and expenses

4,452,390

Independent trustees' compensation

179,973

Depreciation in deferred trustee compensation account

(24)

Registration fees

241,072

Audit

217,935

Legal

139,565

Miscellaneous

378,639

Total expenses before reductions

271,187,797

Expense reductions

(8,678,523)

262,509,274

Net investment income (loss)

581,959,099

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,889,598,151

Other affiliated issuers

(2,483,501)

 

Foreign currency transactions

(5,612,204)

Total net realized gain (loss)

 

1,881,502,446

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $3,985,288)

(3,644,214,790)

Assets and liabilities in foreign currencies

(2,069,131)

Total change in net unrealized appreciation (depreciation)

 

(3,646,283,921)

Net gain (loss)

(1,764,781,475)

Net increase (decrease) in net assets resulting from operations

$ (1,182,822,376)

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 581,959,099

$ 486,439,991

Net realized gain (loss)

1,881,502,446

(561,752,757)

Change in net unrealized appreciation (depreciation)

(3,646,283,921)

3,614,151,999

Net increase (decrease) in net assets resulting from operations

(1,182,822,376)

3,538,839,233

Distributions to shareholders from net investment income

(554,171,382)

(474,506,693)

Distributions to shareholders from net realized gain

(93,780,346)

-

Total distributions

(647,951,728)

(474,506,693)

Share transactions - net increase (decrease)

(7,417,526,738)

(3,995,252,806)

Redemption fees

964,713

822,251

Total increase (decrease) in net assets

(9,247,336,129)

(930,098,015)

 

 

 

Net Assets

Beginning of period

34,819,235,118

35,749,333,133

End of period (including undistributed net investment income of $418,909,977 and undistributed net investment income of $424,022,673, respectively)

$ 25,571,898,989

$ 34,819,235,118

Financial Highlights - Diversified International

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.49

$ 26.86

$ 21.96

$ 45.41

$ 37.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53 E

.37

.35

.55

.47

Net realized and unrealized gain (loss)

  (1.99)

2.61

4.86

(20.96)

10.23

Total from investment operations

  (1.46)

2.98

5.21

(20.41)

10.70

Distributions from net investment income

  (.46)

(.35)

(.31)

(.47)

(.36)

Distributions from net realized gain

  (.08)

-

-

(2.57)

(2.51)

Total distributions

  (.54)

(.35)

(.31)

(3.04)

(2.87)

Redemption fees added to paid in capital B, G

  -

-

-

-

-

Net asset value, end of period

$ 27.49

$ 29.49

$ 26.86

$ 21.96

$ 45.41

Total Return A

  (5.07)%

11.15%

24.32%

(48.04)%

30.37%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  .90%

.98%

1.01%

1.04%

.93%

Expenses net of fee waivers, if any

  .89%

.98%

1.01%

1.04%

.93%

Expenses net of all reductions

  .87%

.96%

.99%

1.02%

.91%

Net investment income (loss)

  1.78% E

1.34%

1.58%

1.53%

1.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,285,369

$ 26,527,229

$ 30,998,270

$ 28,274,961

$ 59,929,942

Portfolio turnover rate D

  45%

57%

54%

49%

51%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.44%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 29.51

$ 26.89

$ 21.98

$ 38.39

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58 G

.42

.42

.16

Net realized and unrealized gain (loss)

  (1.97)

2.61

4.85

(16.57)

Total from investment operations

  (1.39)

3.03

5.27

(16.41)

Distributions from net investment income

  (.53)

(.41)

(.36)

-

Distributions from net realized gain

  (.08)

-

-

-

Total distributions

  (.61)

(.41)

(.36)

-

Redemption fees added to paid in capital D,J

-

-

-

-

Net asset value, end of period

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Total Return B,C

  (4.87)%

11.33%

24.64%

(42.75)%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  .73%

.79%

.77%

.88% A

Expenses net of fee waivers, if any

  .72%

.79%

.77%

.88% A

Expenses net of all reductions

  .70%

.77%

.76%

.87% A

Net investment income (loss)

  1.95% G

1.54%

1.81%

1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,115,192

$ 7,697,405

$ 4,713,909

$ 932,275

Portfolio turnover rate F

  45%

57%

54%

49%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.61%.

H For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 29.52

$ 26.89

$ 23.29

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .61 G

.43

(.02)

Net realized and unrealized gain (loss)

  (2.00)

2.62

3.62

Total from investment operations

  (1.39)

3.05

3.60

Distributions from net investment income

  (.54)

(.42)

-

Distributions from net realized gain

  (.08)

-

-

Total distributions

  (.62)

(.42)

-

Redemption fees added to paid in capital D,J

-

-

-

Net asset value, end of period

$ 27.51

$ 29.52

$ 26.89

Total Return B,C

  (4.86)%

11.41%

15.46%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  .68%

.73%

.71% A

Expenses net of fee waivers, if any

  .67%

.73%

.71% A

Expenses net of all reductions

  .65%

.72%

.70% A

Net investment income (loss)

  2.00% G

1.59%

(.19)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 171,337

$ 594,602

$ 37,155

Portfolio turnover rate F

  45%

57%

54%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.66%.

H For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Diversified International Fund (the Fund) is a fund of Fidelity Investment Trust (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 Diversified International, Class K and Class F shares, each of which, has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 4,524,622,015

Gross unrealized depreciation

(2,058,103,983)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,466,518,032

 

 

Tax Cost

$ 23,853,324,232

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

Undistributed ordinary income

$ 419,615,619

Capital Loss Carryfoward

$ (3,286,171,990)

Net unrealized appreciation (depreciation)

$ 2,469,263,889

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 647,951,728

$ 474,506,693

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $13,875,962,686 and $20,794,928,294, respectively.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Diversified International as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .65% of the Fund's average net assets.

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 Diversified International. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Diversified International

$ 51,100,072

.22

Class K

4,314,388

.05

 

$ 55,414,460

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $89,950 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $100,888 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. The value of securities loaned to FCM at period end was $1,510,818. 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 $20,356,167, including $10,704 from securities loaned to FCM.

Annual Report

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $2,833,493.

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 $5,844,480 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 $550.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Diversified International

$ 404,459,076

$ 398,456,259

Class K

139,574,930

74,880,028

Class F

10,137,376

1,170,406

Total

$ 554,171,382

$ 474,506,693

From net realized gain

 

 

Diversified International

$ 71,011,904

$ -

Class K

21,272,351

-

Class F

1,496,091

-

Total

$ 93,780,346

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Diversified International

 

 

 

 

Shares sold

95,789,996

179,662,935

$ 2,861,192,033

$ 4,893,668,837

Reinvestment of distributions

15,446,133

13,627,007

459,413,511

384,281,814

Shares redeemed

(382,099,741)

(447,584,331)

(11,334,070,882)

(12,092,134,122)

Net increase (decrease)

(270,863,612)

(254,294,389)

$ (8,013,465,338)

$ (6,814,183,471)

Class K

 

 

 

 

Shares sold

125,231,374

151,794,829

$ 3,707,928,503

$ 4,125,917,772

Reinvestment of distributions

5,413,899

2,657,205

160,847,281

74,880,028

Shares redeemed

(96,416,162)

(68,937,812)

(2,871,502,023)

(1,889,669,527)

Net increase (decrease)

34,229,111

85,514,222

$ 997,273,761

$ 2,311,128,273

Class F

 

 

 

 

Shares sold

13,012,404

24,587,499

$ 389,423,461

$ 664,182,809

Reinvestment of distributions

391,673

41,548

11,633,466

1,170,406

Shares redeemed

(27,320,491)

(5,866,038)

(802,392,088)

(157,550,823)

Net increase (decrease)

(13,916,414)

18,763,009

$ (401,335,161)

$ 507,802,392

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Diversified International Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Diversified International Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Diversified International Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

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

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

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

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

Class K designates 88% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Class K

12/06/2010

0.421

0.0414

Class K

12/31/2010

0.072

0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Diversified International Fund

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Diversified International Fund

dif30405

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the third quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Diversified International Fund

dif30407

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

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

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

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

(phone graphic)Fidelity Workplace Investing
1-800-835-5092

By PC

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

(computer graphic)Fidelity's Web Site
www.401k.com

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

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter graphic)For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

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Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter graphic)For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.

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(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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FIL Investment Advisors (UK) Limited
FIL Investments (Japan) Limited

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Boston, MA

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New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

DIF-K-UANN-1211
1.863004.103

Fidelity®

Diversified International
Fund -

Class F

Annual Report

October 31, 2011

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

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.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Class F A

-4.86%

-2.22%

7.04%

A The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009, are those of Fidelity® Diversified International Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Diversified International Fund - Class F on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

dif30420

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Class F shares returned -4.86%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Fund performance versus the index was held back by security selection in energy, positioning in consumer staples, stock selection in financials and an underweighting in pharmaceuticals. Geographically, fund performance was curtailed by stock selection in the Asia-Pacific ex Japan region, China and Canada. Individual detractors included U.K.-based Lloyds Banking Group; out-of-benchmark positions in Canadian energy companies Niko Resources and Petrobank Energy & Resources; an underweighting in Swiss drug company Roche Holding, since sold; Danish beer company Carlsberg; and Italy's Fiat Industrial. On the plus side, the fund benefited from an underweighting in the utilities sector, positioning in consumer discretionary and security selection in technology hardware/equipment. Regionally, positioning in continental Europe helped, as did stock picks in Japan. Top contributors included Japan Tobacco, U.K.-listed Royal Dutch Shell, Japanese online retailer Rakuten, a lack of exposure to index component Tokyo Electric Power and an out-of-benchmark stake in technology giant Apple.

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

Annual Report

Fidelity Diversified International Fund


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Diversified International

.87%

 

 

 

Actual

 

$ 1,000.00

$ 836.80

$ 4.03

HypotheticalA

 

$ 1,000.00

$ 1,020.82

$ 4.43

Class K

.70%

 

 

 

Actual

 

$ 1,000.00

$ 837.70

$ 3.24

HypotheticalA

 

$ 1,000.00

$ 1,021.68

$ 3.57

Class F

.64%

 

 

 

Actual

 

$ 1,000.00

$ 838.00

$ 2.96

HypotheticalA

 

$ 1,000.00

$ 1,021.98

$ 3.26

A 5% return per year before expenses

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

Annual Report

Fidelity Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30422

United Kingdom

18.1%

 

dif30424

Japan

13.4%

 

dif30426

Germany

8.6%

 

dif30428

United States of America

8.4%

 

dif30430

France

7.1%

 

dif30432

Canada

5.6%

 

dif30434

Switzerland

4.4%

 

dif30436

Australia

3.6%

 

dif30438

Netherlands

2.7%

 

dif30440

Other

28.1%

 

dif30391

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

As of April 30, 2011

dif30422

United Kingdom

17.6%

 

dif30424

Japan

13.0%

 

dif30426

Germany

8.4%

 

dif30428

France

6.4%

 

dif30430

United States of America

6.2%

 

dif30432

Switzerland

5.4%

 

dif30434

Canada

5.0%

 

dif30436

Australia

3.8%

 

dif30438

Spain

3.4%

 

dif30440

Other

30.8%

 

dif30403

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

98.1

Short-Term Investments and Net Other Assets

3.4

1.9

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.0

2.4

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

2.1

2.0

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

1.8

1.7

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

1.7

1.6

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.6

1.1

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

1.6

1.2

Nestle SA (Switzerland, Food Products)

1.4

1.1

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

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

Reckitt Benckiser Group PLC (United Kingdom, Household Products)

1.3

1.3

 

17.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

15.5

20.5

Consumer Discretionary

16.0

14.8

Energy

11.4

11.3

Materials

10.2

11.2

Consumer Staples

10.1

6.7

Information Technology

9.8

10.3

Industrials

9.1

10.8

Health Care

8.2

6.2

Telecommunication Services

6.2

6.0

Utilities

0.1

0.3

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

Australia - 3.6%

BHP Billiton Ltd. sponsored ADR (d)

6,896,500

$ 538,478,720

Fortescue Metals Group Ltd.

5,712,451

28,695,469

Iluka Resources Ltd.

2,245,282

37,330,693

Newcrest Mining Ltd.

7,469,169

263,999,256

Paladin Energy Ltd. (Australia) (a)

401,613

613,372

QBE Insurance Group Ltd.

2,851,820

43,902,034

WorleyParsons Ltd.

503,041

14,602,027

TOTAL AUSTRALIA

927,621,571

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,000

174,662

Bailiwick of Guernsey - 1.2%

Amdocs Ltd. (a)

1,849,800

55,530,996

Ashmore Global Opportunities Ltd. (United Kingdom)

767,088

8,512,053

Resolution Ltd.

52,410,500

231,788,056

TOTAL BAILIWICK OF GUERNSEY

295,831,105

Bailiwick of Jersey - 1.9%

Experian PLC

14,652,572

190,988,377

Randgold Resources Ltd. sponsored ADR

855,700

93,759,049

Shire PLC

2,847,600

89,390,276

WPP PLC

11,475,509

118,805,910

TOTAL BAILIWICK OF JERSEY

492,943,612

Belgium - 1.0%

Anheuser-Busch InBev SA NV

4,421,964

245,260,547

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

5,339,200

7,389

TOTAL BELGIUM

245,267,936

Bermuda - 1.1%

ARA Asset Management Ltd.

693,000

717,641

Assured Guaranty Ltd.

3,044,700

38,789,478

Cafe de Coral Holdings Ltd.

314,000

708,589

CNPC (Hong Kong) Ltd.

17,870,000

25,031,989

Huabao International Holdings Ltd.

40,906,000

25,985,857

Kosmos Energy Ltd.

1,876,800

29,090,400

Li & Fung Ltd.

47,910,000

92,331,883

Noble Group Ltd.

62,626,000

76,438,883

Pacific Basin Shipping Ltd.

1,535,000

699,915

Vtech Holdings Ltd.

62,200

580,780

TOTAL BERMUDA

290,375,415

Brazil - 2.0%

All America Latina Logistica SA

87,300

434,670

Anhanguera Educacional Participacoes SA

2,049,500

30,136,196

Banco Bradesco SA

111,400

1,621,826

Banco Bradesco SA (PN) sponsored ADR

3,400,000

61,880,000

BM&F Bovespa SA

181,100

1,080,989

 

Shares

Value

Droga Raia SA

386,000

$ 5,473,503

Drogasil SA

4,673,900

29,395,598

Estacio Participacoes SA

1,989,165

23,213,875

Fleury SA

46,700

588,781

Hypermarcas SA

96,700

520,328

Itau Unibanco Banco Multiplo SA sponsored ADR

6,775,800

129,553,296

Klabin SA (PN) (non-vtg.)

193,000

710,319

Kroton Educacional SA unit (a)

1,279,200

14,302,725

Multiplus SA

63,000

1,063,941

Qualicorp SA

3,366,000

30,774,633

Souza Cruz Industria Comerico

5,151,200

63,175,094

T4F Entretenimento SA

2,091,900

14,618,449

Telefonica Brasil SA sponsored ADR (a)

2,600,955

75,479,714

Tractebel Energia SA

1,917,200

30,702,888

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

80,000

549,732

Valid Solucoes SA

69,260

830,862

Weg SA

71,000

787,649

Wilson Sons Ltd. unit

57,500

813,679

TOTAL BRAZIL

517,708,747

British Virgin Islands - 0.3%

Arcos Dorados Holdings, Inc.

1,737,100

40,648,140

Camelot Information Systems, Inc. ADR (a)(d)

1,840,603

6,000,366

Mail.ru Group Ltd. GDR (Reg. S)

1,065,100

36,692,695

TOTAL BRITISH VIRGIN ISLANDS

83,341,201

Canada - 5.6%

Agnico-Eagle Mines Ltd. (Canada)

1,250,000

54,220,796

Barrick Gold Corp.

800,000

39,492,401

Canadian Natural Resources Ltd.

5,118,800

180,545,727

Fairfax Financial Holdings Ltd. (sub. vtg.)

170,000

71,057,732

Goldcorp, Inc.

1,859,800

90,485,329

InterOil Corp. (a)(d)

274,600

13,046,246

Ivanhoe Mines Ltd. (a)

3,235,460

66,211,952

Niko Resources Ltd.

2,237,500

123,069,795

Open Text Corp. (a)

1,440,400

88,156,497

Osisko Mining Corp. (a)

2,890,000

34,847,570

Painted Pony Petroleum Ltd. (a)(f)(e)

2,485,600

30,395,209

Painted Pony Petroleum Ltd. Class A (a)(e)

3,643,370

44,553,022

Penn West Petroleum Ltd.

754,400

13,478,321

Petrobank Energy & Resources Ltd.

5,356,000

48,195,135

Petrominerales Ltd.

3,121,175

82,346,293

Potash Corp. of Saskatchewan, Inc. (d)

2,589,500

122,558,670

Silver Wheaton Corp.

669,800

23,127,367

Suncor Energy, Inc.

2,661,700

84,776,019

Talisman Energy, Inc.

6,846,400

97,114,005

Tourmaline Oil Corp. (a)

1,440,000

47,872,398

Tourmaline Oil Corp. (a)(f)

310,100

10,309,188

Common Stocks - continued

Shares

Value

Canada - continued

Uranium One, Inc.

11,314,400

$ 34,050,459

Valeant Pharmaceuticals International, Inc. (Canada)

700,000

27,639,063

TOTAL CANADA

1,427,549,194

Cayman Islands - 0.7%

Boer Power Holdings Ltd.

2,826,000

1,037,408

China Automation Group Ltd.

5,475,000

1,900,663

China Lodging Group Ltd. ADR (a)

50,100

778,053

China ZhengTong Auto Services Holdings Ltd.

24,761,500

26,812,069

Geely Automobile Holdings Ltd.

34,550,000

8,833,647

Hengan International Group Co. Ltd.

9,258,000

80,251,579

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

1,726,400

21,372,832

Hutchison China Meditech Ltd. (a)

124,800

597,092

Mindray Medical International Ltd. sponsored ADR (d)

48,000

1,310,400

Minth Group Ltd.

8,036,000

8,337,881

NVC Lighting Holdings Ltd.

41,380,000

17,966,892

Samson Holding Ltd.

6,041,000

617,660

Sands China Ltd. (a)

4,816,800

14,475,389

SITC International Holdings Co. Ltd.

2,881,000

744,165

Xingda International Holdings Ltd.

1,472,000

843,327

Xueda Education Group sponsored ADR

177,700

589,964

TOTAL CAYMAN ISLANDS

186,469,021

Chile - 0.0%

Compania Cervecerias Unidas SA sponsored ADR

23,000

1,317,440

Embotelladora Andina SA sponsored ADR

40,000

1,140,000

Empresa Nacional de Telecomunicaciones SA (ENTEL)

48,876

967,644

Inversiones Aguas Metropolitanas SA

871,222

1,369,203

Isapre CruzBlanca SA (a)

868,719

824,481

Quinenco SA

363,717

1,028,162

Sonda SA

228,248

557,168

TOTAL CHILE

7,204,098

China - 1.0%

Baidu.com, Inc. sponsored ADR (a)(d)

1,375,500

192,817,590

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

25,167,480

36,411,889

China Bluechemical Ltd. (H shares)

938,000

735,046

China Communications Services Corp. Ltd. (H Shares)

2,208,000

1,018,299

China Construction Bank Corp. (H Shares)

1,408,000

1,034,507

Comba Telecom Systems Holdings Ltd.

865,500

730,793

 

Shares

Value

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

20,692,000

$ 21,505,759

SINA Corp. (a)(d)

150,000

12,193,500

TOTAL CHINA

266,447,383

Colombia - 0.0%

Ecopetrol SA ADR

18,000

765,720

Curacao - 0.6%

Schlumberger Ltd.

2,104,800

154,639,656

Denmark - 2.6%

Carlsberg A/S Series B

1,542,600

105,006,110

Novo Nordisk A/S Series B

4,408,339

468,091,658

William Demant Holding A/S (a)

1,096,698

87,503,314

TOTAL DENMARK

660,601,082

Egypt - 0.0%

Commercial International Bank Ltd.

134,400

598,985

JUHAYNA Food Industries (a)

682,600

558,111

TOTAL EGYPT

1,157,096

Finland - 0.1%

Nokian Tyres PLC

439,253

16,139,273

France - 7.1%

Alstom SA

3,024,896

113,444,762

Arkema SA

345,300

23,623,042

Atos Origin SA

365,000

17,689,425

AXA SA

5,053,600

82,315,579

BNP Paribas SA

4,498,836

204,522,102

Bureau Veritas SA

493,400

38,387,930

Danone

2,707,950

188,500,861

Dassault Aviation SA (d)

36,265

34,930,245

Essilor International SA

1,754,728

127,246,488

JC Decaux SA (a)

990,200

26,536,591

LVMH Moet Hennessy - Louis Vuitton

1,827,964

304,198,757

PPR SA

2,051,100

320,468,603

Publicis Groupe SA

1,225,000

59,394,047

Sanofi-aventis

3,684,720

263,639,409

TOTAL FRANCE

1,804,897,841

Germany - 7.1%

adidas AG

1,561,780

110,574,530

Allianz AG

827,462

92,995,574

BASF AG

2,293,559

168,828,055

Bayer AG

1,939,962

124,288,808

Bayerische Motoren Werke AG (BMW)

570,895

46,661,038

Deutsche Boerse AG

961,100

53,202,652

ElringKlinger AG

777,428

21,549,929

Fresenius Medical Care AG & Co. KGaA

2,737,800

199,465,891

Fresenius SE

2,037,100

201,033,066

GFK AG

1,496,500

69,171,612

Infineon Technologies AG

2,825,300

25,527,951

Kabel Deutschland Holding AG (a)

917,600

52,394,698

Linde AG

1,228,429

195,417,632

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

2,904,790

$ 175,672,049

Siemens AG sponsored ADR (d)

2,686,500

282,001,905

TOTAL GERMANY

1,818,785,390

Hong Kong - 1.1%

AIA Group Ltd.

27,220,800

83,234,101

China Everbright Ltd.

470,000

696,819

China Insurance International Holdings Co. Ltd. (a)

314,800

682,663

China Mobile (Hong Kong) Ltd. sponsored ADR

1,335,275

63,505,679

China Resources Enterprise Ltd.

3,626,000

13,242,327

Henderson Land Development Co. Ltd.

9,664,155

52,824,551

Hopewell Holdings Ltd.

367,500

954,394

Swire Pacific Ltd. (A Shares)

4,577,000

52,889,821

Television Broadcasts Ltd.

184,000

1,060,283

TOTAL HONG KONG

269,090,638

India - 2.2%

Axis Bank Ltd.

1,472,751

34,807,954

Bajaj Auto Ltd.

793,148

28,053,344

Bharti Airtel Ltd.

9,007,984

72,142,424

Cipla Ltd.

152,766

923,047

CMC Ltd.

50,598

839,811

Cummins India Ltd.

598,043

4,879,115

Deccan Chronicle Holdings Ltd. (a)

502,904

531,886

Dr. Reddy's Laboratories Ltd.

164,145

5,561,788

HDFC Bank Ltd.

12,995,695

129,605,356

Housing Development Finance Corp. Ltd.

6,539,994

92,036,217

India Cements Ltd.

419,168

687,050

Indian Bank

129,270

572,409

Infrastructure Development Finance Co. Ltd.

11,744,307

31,706,496

ITC Ltd.

5,213,498

22,739,475

Jyothy Laboratories Ltd.

196,188

574,273

Lupin Ltd.

513,210

4,938,001

Mahindra & Mahindra Financial Services Ltd.

2,226,876

30,619,486

Max India Ltd. (a)

159,846

618,828

Piramal Healthcare Ltd.

82,278

606,698

Punjab National Bank

47,106

959,620

Redington India Ltd.

285,486

555,235

Shriram Transport Finance Co. Ltd.

2,327,613

29,139,567

State Bank of India

1,273,075

49,517,031

Tulip Telecom Ltd.

216,760

667,397

Wipro Ltd.

1,388,041

10,415,154

TOTAL INDIA

553,697,662

Ireland - 0.5%

Accenture PLC Class A

842,000

50,738,920

 

Shares

Value

CRH PLC

2,294,300

$ 41,420,472

Elan Corp. PLC sponsored ADR (a)

2,547,800

30,548,122

TOTAL IRELAND

122,707,514

Italy - 1.8%

ENI SpA

914,500

20,216,952

Fiat Industrial SpA (a)

22,427,792

195,693,464

Prada SpA

7,151,000

35,350,634

Saipem SpA

4,438,007

198,992,956

TOTAL ITALY

450,254,006

Japan - 13.4%

ABC-Mart, Inc.

1,300,200

50,924,779

Aozora Bank Ltd.

15,351,000

38,812,684

Calbee, Inc. (d)

1,161,000

52,932,917

Denso Corp.

1,928,200

59,306,047

Dentsu, Inc.

2,233,900

67,271,842

Don Quijote Co. Ltd.

1,603,200

58,734,504

Fanuc Corp.

849,100

137,308,760

Hitachi Ltd.

46,637,000

249,926,411

Honda Motor Co. Ltd.

7,721,500

230,931,326

Hoya Corp.

2,535,400

55,397,394

Itochu Corp.

13,063,600

129,221,379

Japan Retail Fund Investment Corp.

3,741

5,791,709

Japan Tobacco, Inc.

64,874

324,292,254

JSR Corp.

3,621,700

69,147,467

KDDI Corp.

27,429

200,952,920

Keyence Corp.

661,100

168,080,270

Mitsubishi Corp.

3,128,000

64,341,694

Mitsubishi UFJ Financial Group, Inc.

18,434,600

80,125,863

Mitsui & Co. Ltd.

3,506,800

51,186,625

Nitori Holdings Co. Ltd.

468,050

44,768,217

NTT DoCoMo, Inc.

63,713

113,171,495

ORIX Corp.

3,924,320

342,539,945

OSAKA Titanium technologies Co. Ltd.

120,200

6,621,404

Rakuten, Inc.

232,855

255,296,560

Seven & i Holdings Co., Ltd.

4,070,900

108,648,886

Shimadzu Corp.

1,668,000

14,201,899

SHIMANO, Inc.

1,088,100

53,791,901

SMC Corp.

814,700

126,736,052

SOFTBANK CORP.

4,765,000

154,670,897

Sumitomo Mitsui Financial Group, Inc.

970,800

27,138,812

Yahoo! Japan Corp.

268,168

86,135,853

TOTAL JAPAN

3,428,408,766

Korea (South) - 2.1%

Amorepacific Corp.

90,308

101,831,595

BS Financial Group, Inc. (a)

84,020

921,277

Korea Plant Service & Engineering Co. Ltd.

23,570

643,352

LG Corp.

22,235

1,296,413

LG Household & Health Care Ltd.

59,158

26,618,232

MegaStudy Co. Ltd.

5,266

580,249

Common Stocks - continued

Shares

Value

Korea (South) - continued

NHN Corp. (a)

518,772

$ 107,822,858

Orion Corp.

134,404

71,836,677

S1 Corp.

20,993

1,088,469

Samchully Co. Ltd.

8,166

701,699

Samsung Electronics Co. Ltd.

199,807

171,364,442

Shinhan Financial Group Co. Ltd.

1,389,720

55,155,939

Shinsegae Co. Ltd.

2,714

680,024

Sindoh Co. Ltd.

11,340

505,997

TOTAL KOREA (SOUTH)

541,047,223

Luxembourg - 0.3%

Brait SA

322,500

772,085

Millicom International Cellular SA (depositary receipt)

6,700

738,387

Samsonite International SA

26,313,700

42,814,701

Ternium SA sponsored ADR

1,411,261

34,632,345

TOTAL LUXEMBOURG

78,957,518

Malaysia - 0.0%

Parkson Holdings Bhd

563,574

1,023,070

Mexico - 0.8%

America Movil SAB de CV Series L sponsored ADR

3,033,400

77,109,028

Grupo Televisa SA de CV (CPO) sponsored ADR

2,180,600

46,512,198

Urbi, Desarrollos Urbanos, SA de CV (a)

422,300

536,746

Wal-Mart de Mexico SA de CV Series V

34,518,200

89,171,013

TOTAL MEXICO

213,328,985

Netherlands - 2.7%

AEGON NV (a)

27,466,400

131,004,746

ASML Holding NV (Netherlands)

1,332,700

55,913,481

Gemalto NV

1,476,891

67,386,376

ING Groep NV sponsored ADR (a)(d)

19,501,500

168,492,960

Koninklijke KPN NV

10,983,331

144,337,603

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

4,051,300

84,469,605

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

767,500

26,500,744

Yandex NV

450,000

12,384,000

TOTAL NETHERLANDS

690,489,515

Norway - 1.5%

DnB NOR ASA

9,071,909

105,830,248

Storebrand ASA (A Shares)

4,980,000

30,706,840

Telenor ASA

14,310,000

255,480,638

TOTAL NORWAY

392,017,726

Papua New Guinea - 0.0%

Oil Search Ltd.

140,611

959,368

Philippines - 0.0%

Banco de Oro Universal Bank

677,000

893,986

 

Shares

Value

Manila Water Co., Inc.

2,331,300

$ 1,060,800

Universal Robina Corp.

899,000

991,040

TOTAL PHILIPPINES

2,945,826

Poland - 0.0%

Eurocash SA

98,400

788,957

Kruk SA (a)

53,000

706,578

Warsaw Stock Exchange

44,200

624,003

TOTAL POLAND

2,119,538

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

9,940,628

45,591,071

Russia - 0.4%

Sberbank of Russia

20,189,400

54,784,535

Uralkali JSC GDR (Reg. S)

939,700

40,782,980

TOTAL RUSSIA

95,567,515

Singapore - 0.0%

Global Logistic Properties Ltd.

523,000

727,928

South Africa - 0.7%

African Bank Investments Ltd.

146,200

634,443

AngloGold Ashanti Ltd.

35,900

1,622,469

AngloGold Ashanti Ltd. sponsored ADR

1,750,000

79,117,500

Aveng Ltd.

120,300

562,369

Foschini Ltd.

1,702,800

21,485,880

JSE Ltd.

74,600

660,621

Nampak Ltd.

191,000

524,653

Naspers Ltd. Class N

860,200

41,186,371

Sasol Ltd.

23,900

1,074,739

Shoprite Holdings Ltd.

1,956,200

28,668,979

Tiger Brands Ltd.

408,600

11,775,123

TOTAL SOUTH AFRICA

187,313,147

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

7,048,840

63,448,157

Banco Santander SA (Spain) sponsored ADR (d)

13,562,300

116,093,288

Grifols SA ADR (a)

9,784,300

62,717,363

Inditex SA (d)

3,264,772

297,111,439

Prosegur Compania de Seguridad SA (Reg.)

1,822,600

90,928,776

Repsol YPF SA

1,000,369

30,318,594

TOTAL SPAIN

660,617,617

Sweden - 0.4%

H&M Hennes & Mauritz AB (B Shares)

1,292,285

42,795,029

Swedbank AB (A Shares)

4,284,600

60,363,140

TOTAL SWEDEN

103,158,169

Switzerland - 4.4%

Clariant AG (Reg.) (a)

4,713,347

51,535,029

Kuehne & Nagel International AG

1,486,880

185,192,848

Nestle SA

6,034,542

350,017,877

Noble Corp.

742,700

26,692,638

Partners Group Holding

49,390

9,258,339

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (Reg.)

1,278,570

$ 150,505,705

Transocean Ltd. (United States)

1,650,300

94,314,645

UBS AG (a)

12,243,801

154,783,795

Zurich Financial Services AG

410,659

95,370,411

TOTAL SWITZERLAND

1,117,671,287

Taiwan - 1.0%

Chroma ATE, Inc.

295,200

588,987

CTCI Corp.

544,000

692,166

Giant Manufacturing Co. Ltd.

195,000

754,567

HTC Corp.

4,228,000

95,018,182

Motech Industries, Inc.

381,000

715,692

Pacific Hospital Supply Co. Ltd.

219,064

716,843

Powertech Technology, Inc.

288,600

702,614

SIMPLO Technology Co. Ltd.

89,200

524,868

St. Shine Optical Co. Ltd.

53,000

665,803

Ta Chong Bank (a)

3,076,000

885,512

Taiwan Fertilizer Co. Ltd.

3,810,000

9,820,065

Taiwan Semiconductor Manufacturing Co. Ltd.

612,000

1,491,368

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

10,407,200

131,338,864

Unified-President Enterprises Corp.

7,865,200

10,815,919

TOTAL TAIWAN

254,731,450

Thailand - 0.0%

Banpu PCL (For. Reg.)

25,400

515,630

Charoen Pokphand Foods PCL (For. Reg.)

653,400

636,326

PTT PCL (For. Reg.)

93,000

916,177

TOTAL THAILAND

2,068,133

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

2,045,195

573,523

United Kingdom - 18.1%

3Legs Resources PLC

6,373,700

13,837,749

Anglo American PLC (United Kingdom)

3,427,600

126,423,827

BG Group PLC

11,701,879

255,279,216

British American Tobacco PLC:

(United Kingdom)

85,000

3,898,004

sponsored ADR

1,797,900

165,856,275

Burberry Group PLC

6,074,500

131,002,436

Capita Group PLC

7,638,800

89,248,477

Carphone Warehouse Group PLC

16,014,300

90,397,232

Compass Group PLC

150,000

1,365,362

Filtrona PLC

1,190,508

7,602,777

GlaxoSmithKline PLC

18,595,500

417,404,751

HSBC Holdings PLC sponsored ADR

9,939,900

433,976,034

Imperial Tobacco Group PLC

2,149,970

78,625,409

Inchcape PLC

17,114,619

89,809,932

 

Shares

Value

ITV PLC

62,863,890

$ 64,753,082

Lloyds Banking Group PLC (a)

229,626,800

118,767,489

Misys PLC

13,125,310

61,593,504

National Grid PLC

308,000

3,062,719

Next PLC

3,224,800

132,557,312

Ocado Group PLC (a)(d)

9,816,418

14,784,304

Pan African Resources PLC

3,344,300

699,179

Pearson PLC

10,425,200

191,555,485

Pz Cussons PLC Class L

1,957,500

11,584,829

QinetiQ Group PLC

12,165,700

22,851,778

Reckitt Benckiser Group PLC

6,620,100

340,473,304

Rockhopper Exploration PLC (a)

201,600

693,816

Rolls-Royce Group PLC

18,758,100

211,921,603

Rolls-Royce Group PLC Class C

1,294,308,900

2,081,508

Royal Dutch Shell PLC:

Class A (United Kingdom)

198,500

7,033,114

Class A sponsored ADR

4,900,000

347,459,000

Class B sponsored ADR

10,527,400

755,867,323

Standard Chartered PLC (United Kingdom)

105,587

2,477,455

SuperGroup PLC (a)(d)

1,516,200

15,215,322

Vodafone Group PLC sponsored ADR

14,974,100

416,878,944

TOTAL UNITED KINGDOM

4,627,038,551

United States of America - 5.0%

Anadarko Petroleum Corp.

10,800

847,800

Apple, Inc. (a)

654,300

264,847,554

CF Industries Holdings, Inc.

470,800

76,396,716

Citigroup, Inc.

5,105,150

161,271,689

Cognizant Technology Solutions Corp. Class A (a)

658,900

47,934,975

Facebook, Inc. Class B (g)

1,288,142

32,203,550

Green Mountain Coffee Roasters, Inc. (a)

280,100

18,212,102

Intuit, Inc.

321,900

17,276,373

Nabors Industries Ltd. (a)

1,587,600

29,100,708

Newmont Mining Corp.

1,000,000

66,830,000

Noble Energy, Inc.

782,728

69,928,920

Polycom, Inc. (a)

2,900,000

47,937,000

PriceSmart, Inc.

43,700

3,322,948

SanDisk Corp. (a)

2,032,400

102,981,708

Schweitzer-Mauduit International, Inc. (e)

1,608,255

113,092,492

The Mosaic Co.

1,132,300

66,307,488

Unisys Corp. (a)

1,537,730

39,965,603

Virgin Media, Inc.

917,500

22,368,650

Wells Fargo & Co.

4,129,500

106,995,345

TOTAL UNITED STATES OF AMERICA

1,287,821,621

TOTAL COMMON STOCKS

(Cost $21,875,227,771)


24,327,847,370

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

ProSiebenSat.1 Media AG

3,507,000

$ 75,226,728

Volkswagen AG

1,736,326

304,687,918

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $221,929,530)


379,914,646

Master Notes - 0.0%

 

Principal Amount

 

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (g)
(Cost $276,258)

$ 270,994


270,994

Money Market Funds - 6.3%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

725,272,617

725,272,617

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

886,536,637

886,536,637

TOTAL MONEY MARKET FUNDS

(Cost $1,611,809,254)


1,611,809,254

TOTAL INVESTMENT
PORTFOLIO - 102.9%

(Cost $23,709,242,813)

26,319,842,264

NET OTHER ASSETS (LIABILITIES) - (2.9)%

(747,943,275)

NET ASSETS - 100%

$ 25,571,898,989

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $40,704,397 or 0.2% of net assets.

(g) 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 $32,474,544 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11

$ 32,203,550

OZ Optics Ltd. 5% 11/5/14

11/5/10

$ 276,258

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

$ 1,220,251

Fidelity Securities Lending Cash Central Fund

20,356,167

Total

$ 21,576,418

Other Affiliated Issuers

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

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Ashmore Global Opportunities Ltd. (United States)

$ -

$ 9,748,350

$ -

$ 240,285

$ -

Painted Pony Petroleum Ltd.

9,544,006

11,945,802

-

-

30,395,209

Painted Pony Petroleum Ltd. Class A

21,509,462

5,212,327

-

-

44,553,022

Petrobank Energy & Resources Ltd.

223,863,859

-

1,729,615

108,873,999

-

Schweitzer-Mauduit International, Inc.

83,300,121

17,267,467

-

907,782

113,092,492

Total

$ 338,217,448

$ 44,173,946

$ 1,729,615

$ 110,022,066

$ 188,040,723

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United Kingdom

$ 4,627,038,551

$ 3,885,316,989

$ 741,721,562

$ -

Japan

3,428,408,766

-

3,428,408,766

-

Germany

2,198,700,036

1,823,562,096

375,137,940

-

France

1,804,897,841

1,541,258,432

263,639,409

-

Canada

1,427,549,194

1,427,549,194

-

-

United States of America

1,287,821,621

1,255,618,071

-

32,203,550

Switzerland

1,117,671,287

962,887,492

154,783,795

-

Australia

927,621,571

538,478,720

389,142,851

-

Netherlands

690,489,515

477,070,544

213,418,971

-

Other

7,197,563,634

4,195,813,680

3,001,749,954

-

Master Notes

270,994

-

-

270,994

Money Market Funds

1,611,809,254

1,611,809,254

-

-

Total Investments in Securities:

$ 26,319,842,264

$ 17,719,364,472

$ 8,568,003,248

$ 32,474,544

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

Investments in Securities:

Beginning Balance

$ 451,860

Total Realized Gain (Loss)

(1,057,894)

Total Unrealized Gain (Loss)

1,048,395

Cost of Purchases

32,666,617

Proceeds of Sales

(632,318)

Amortization/Accretion

(2,116)

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 32,474,544

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (5,264)

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $3,286,171,990 of which $2,666,600,138 and $619,571,852 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Fidelity Diversified International Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $813,313,897) - See accompanying schedule:

Unaffiliated issuers (cost $21,967,898,714)

$ 24,519,992,287

 

Fidelity Central Funds (cost $1,611,809,254)

1,611,809,254

 

Other affiliated issuers (cost $129,534,845)

188,040,723

 

Total Investments (cost $23,709,242,813)

 

$ 26,319,842,264

Foreign currency held at value (cost $251,333)

251,333

Receivable for investments sold

234,571,947

Receivable for fund shares sold

74,623,129

Dividends receivable

62,708,309

Interest receivable

17,819

Distributions receivable from Fidelity Central Funds

360,288

Prepaid expenses

98,276

Other receivables

2,945,967

Total assets

26,695,419,332

Liabilities

Payable for investments purchased

$ 100,359,104

Payable for fund shares redeemed

117,607,449

Accrued management fee

13,820,459

Other affiliated payables

3,926,570

Other payables and accrued expenses

1,270,124

Collateral on securities loaned, at value

886,536,637

Total liabilities

1,123,520,343

Net Assets

$ 25,571,898,989

Net Assets consist of:

 

Paid in capital

$ 25,969,888,803

Undistributed net investment income

418,909,977

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

(3,430,253,408)

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

2,613,353,617

Net Assets

$ 25,571,898,989

Diversified International:
Net Asset Value
, offering price and redemption price per share ($17,285,369,497 ÷ 628,706,658 shares)

$ 27.49

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($8,115,192,236 ÷ 295,039,055 shares)

$ 27.51

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($171,337,256 ÷ 6,228,258 shares)

$ 27.51

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends (including $1,148,067 earned from other affiliated issuers)

 

$ 775,256,545

Special dividends (earned from other affiliated issuers)

 

108,873,999

Interest

 

21,709

Income from Fidelity Central Funds

 

21,576,418

Income before foreign taxes withheld

 

905,728,671

Less foreign taxes withheld

 

(61,260,298)

Total income

 

844,468,373

 

 

 

Expenses

Management fee
Basic fee

$ 225,204,522

Performance adjustment

(17,677,656)

Transfer agent fees

55,414,460

Accounting and security lending fees

2,636,921

Custodian fees and expenses

4,452,390

Independent trustees' compensation

179,973

Depreciation in deferred trustee compensation account

(24)

Registration fees

241,072

Audit

217,935

Legal

139,565

Miscellaneous

378,639

Total expenses before reductions

271,187,797

Expense reductions

(8,678,523)

262,509,274

Net investment income (loss)

581,959,099

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,889,598,151

Other affiliated issuers

(2,483,501)

 

Foreign currency transactions

(5,612,204)

Total net realized gain (loss)

 

1,881,502,446

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $3,985,288)

(3,644,214,790)

Assets and liabilities in foreign currencies

(2,069,131)

Total change in net unrealized appreciation (depreciation)

 

(3,646,283,921)

Net gain (loss)

(1,764,781,475)

Net increase (decrease) in net assets resulting from operations

$ (1,182,822,376)

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

Annual Report


Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 581,959,099

$ 486,439,991

Net realized gain (loss)

1,881,502,446

(561,752,757)

Change in net unrealized appreciation (depreciation)

(3,646,283,921)

3,614,151,999

Net increase (decrease) in net assets resulting from operations

(1,182,822,376)

3,538,839,233

Distributions to shareholders from net investment income

(554,171,382)

(474,506,693)

Distributions to shareholders from net realized gain

(93,780,346)

-

Total distributions

(647,951,728)

(474,506,693)

Share transactions - net increase (decrease)

(7,417,526,738)

(3,995,252,806)

Redemption fees

964,713

822,251

Total increase (decrease) in net assets

(9,247,336,129)

(930,098,015)

 

 

 

Net Assets

Beginning of period

34,819,235,118

35,749,333,133

End of period (including undistributed net investment income of $418,909,977 and undistributed net investment income of $424,022,673, respectively)

$ 25,571,898,989

$ 34,819,235,118

Financial Highlights - Diversified International

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.49

$ 26.86

$ 21.96

$ 45.41

$ 37.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53 E

.37

.35

.55

.47

Net realized and unrealized gain (loss)

  (1.99)

2.61

4.86

(20.96)

10.23

Total from investment operations

  (1.46)

2.98

5.21

(20.41)

10.70

Distributions from net investment income

  (.46)

(.35)

(.31)

(.47)

(.36)

Distributions from net realized gain

  (.08)

-

-

(2.57)

(2.51)

Total distributions

  (.54)

(.35)

(.31)

(3.04)

(2.87)

Redemption fees added to paid in capital B, G

  -

-

-

-

-

Net asset value, end of period

$ 27.49

$ 29.49

$ 26.86

$ 21.96

$ 45.41

Total Return A

  (5.07)%

11.15%

24.32%

(48.04)%

30.37%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  .90%

.98%

1.01%

1.04%

.93%

Expenses net of fee waivers, if any

  .89%

.98%

1.01%

1.04%

.93%

Expenses net of all reductions

  .87%

.96%

.99%

1.02%

.91%

Net investment income (loss)

  1.78% E

1.34%

1.58%

1.53%

1.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,285,369

$ 26,527,229

$ 30,998,270

$ 28,274,961

$ 59,929,942

Portfolio turnover rate D

  45%

57%

54%

49%

51%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

E Investment income per share reflects a special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.44%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 29.51

$ 26.89

$ 21.98

$ 38.39

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58 G

.42

.42

.16

Net realized and unrealized gain (loss)

  (1.97)

2.61

4.85

(16.57)

Total from investment operations

  (1.39)

3.03

5.27

(16.41)

Distributions from net investment income

  (.53)

(.41)

(.36)

-

Distributions from net realized gain

  (.08)

-

-

-

Total distributions

  (.61)

(.41)

(.36)

-

Redemption fees added to paid in capital D,J

-

-

-

-

Net asset value, end of period

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Total Return B,C

  (4.87)%

11.33%

24.64%

(42.75)%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  .73%

.79%

.77%

.88% A

Expenses net of fee waivers, if any

  .72%

.79%

.77%

.88% A

Expenses net of all reductions

  .70%

.77%

.76%

.87% A

Net investment income (loss)

  1.95% G

1.54%

1.81%

1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,115,192

$ 7,697,405

$ 4,713,909

$ 932,275

Portfolio turnover rate F

  45%

57%

54%

49%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.61%.

H For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 29.52

$ 26.89

$ 23.29

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .61 G

.43

(.02)

Net realized and unrealized gain (loss)

  (2.00)

2.62

3.62

Total from investment operations

  (1.39)

3.05

3.60

Distributions from net investment income

  (.54)

(.42)

-

Distributions from net realized gain

  (.08)

-

-

Total distributions

  (.62)

(.42)

-

Redemption fees added to paid in capital D,J

-

-

-

Net asset value, end of period

$ 27.51

$ 29.52

$ 26.89

Total Return B,C

  (4.86)%

11.41%

15.46%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  .68%

.73%

.71% A

Expenses net of fee waivers, if any

  .67%

.73%

.71% A

Expenses net of all reductions

  .65%

.72%

.70% A

Net investment income (loss)

  2.00% G

1.59%

(.19)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 171,337

$ 594,602

$ 37,155

Portfolio turnover rate F

  45%

57%

54%

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 special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.66%.

H For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Diversified International Fund (the Fund) is a fund of Fidelity Investment Trust (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 Diversified International, Class K and Class F shares, each of which, has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 4,524,622,015

Gross unrealized depreciation

(2,058,103,983)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,466,518,032

 

 

Tax Cost

$ 23,853,324,232

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

Undistributed ordinary income

$ 419,615,619

Capital Loss Carryfoward

$ (3,286,171,990)

Net unrealized appreciation (depreciation)

$ 2,469,263,889

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 647,951,728

$ 474,506,693

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $13,875,962,686 and $20,794,928,294, respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Diversified International as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .65% of the Fund's average net assets.

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 Diversified International. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Diversified International

$ 51,100,072

.22

Class K

4,314,388

.05

 

$ 55,414,460

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $89,950 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $100,888 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. The value of securities loaned to FCM at period end was $1,510,818. 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 $20,356,167, including $10,704 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $2,833,493.

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 $5,844,480 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 $550.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Diversified International

$ 404,459,076

$ 398,456,259

Class K

139,574,930

74,880,028

Class F

10,137,376

1,170,406

Total

$ 554,171,382

$ 474,506,693

From net realized gain

 

 

Diversified International

$ 71,011,904

$ -

Class K

21,272,351

-

Class F

1,496,091

-

Total

$ 93,780,346

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Diversified International

 

 

 

 

Shares sold

95,789,996

179,662,935

$ 2,861,192,033

$ 4,893,668,837

Reinvestment of distributions

15,446,133

13,627,007

459,413,511

384,281,814

Shares redeemed

(382,099,741)

(447,584,331)

(11,334,070,882)

(12,092,134,122)

Net increase (decrease)

(270,863,612)

(254,294,389)

$ (8,013,465,338)

$ (6,814,183,471)

Class K

 

 

 

 

Shares sold

125,231,374

151,794,829

$ 3,707,928,503

$ 4,125,917,772

Reinvestment of distributions

5,413,899

2,657,205

160,847,281

74,880,028

Shares redeemed

(96,416,162)

(68,937,812)

(2,871,502,023)

(1,889,669,527)

Net increase (decrease)

34,229,111

85,514,222

$ 997,273,761

$ 2,311,128,273

Class F

 

 

 

 

Shares sold

13,012,404

24,587,499

$ 389,423,461

$ 664,182,809

Reinvestment of distributions

391,673

41,548

11,633,466

1,170,406

Shares redeemed

(27,320,491)

(5,866,038)

(802,392,088)

(157,550,823)

Net increase (decrease)

(13,916,414)

18,763,009

$ (401,335,161)

$ 507,802,392

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Diversified International Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Diversified International Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Diversified International Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

Class F designates 86% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Class F

12/06/2011

0.431

0.0414

Class F

12/31/2010

0.072

0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Diversified International Fund

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Diversified International Fund

dif30405

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the third quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Diversified International Fund

dif30407

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

Annual Report

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

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

(phone graphic)

Fidelity Workplace Investing
1-800-835-5092

By PC

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

(computer graphic)

Fidelity's Web Site
www.401k.com

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors
FIL Investment Advisors (UK) Limited
FIL Investments (Japan) 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

JPMorgan Chase Bank
New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

DIF-F-ANN-1211
1.891706.102

Fidelity®

Emerging Europe,
Middle East, Africa (EMEA)

Fund

Annual Report

October 31, 2011

(Fidelity Cover Art)


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

Annual Report

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

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

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund

-5.91%

-4.16%

A From May 8, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund, a class of the fund, on May 8, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

dif30468

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks concluded the 12-month period ending October 31, 2011, on a strong note, reversing direction in October amid hope for a resolution to the sovereign debt crisis in Europe. The brief rally, on top of a robust first half of the period, could only partially offset the negative impact of a five-month downturn that began in May and intensified in August and September, as investors began to flee riskier securities due to the debt debacle, concern the U.S. economy may contract and worry about a significant slowdown in China. For the year, the MSCI® Emerging Markets Index declined 7.44%, hampered in part by global currency fluctuation. The index gained roughly 13% in October, after falling 9% in August and about 15% in September. For the full year, returns across the individual country components of the emerging-markets index were decidedly negative. Several of the largest countries in the index struggled, especially India (-20%), China (-17%) and Brazil (-12%), as did Turkey (-34%). Conversely, South Korea had the strongest result, gaining about 7%, while another sizable index component, Russia, returned roughly 1%. Smaller constituents Indonesia (+5%) and Malaysia (+4%) also finished in positive territory. A trio of countries had negative returns but outpaced the index: Mexico (-1%), Taiwan (-2%) and South Africa (-3%).

Comments from Adam Kutas, Portfolio Manager of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Retail Class shares returned -5.91%, outperforming the -7.42% return of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Stock selection within materials and telecommunication services helped, as did picks in Russia and an overweighting in South Africa. Individual contributors included Russian natural gas producer Novatek, three South African firms - coal company Exxaro Resources, Harmony Gold Mining and supermarket company Shoprite Holdings - and not owning underperforming index constituent OTP Bank, based in Hungary. On the down side, poor stock selection in consumer discretionary hurt, particularly in retailing. On a regional basis, the fund lost ground due to the negative currency effects of our South African investments and unfavorable security selection in Poland. Among the main individual detractors were Turkish banks Turkiye Garanti Bankasi and Turkiye Halk Bankasi - the latter of which was sold from the fund by period end - and underweighting Russian oil company and outperforming major index component Gazprom.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and African markets. As of October 31, 2011, the fund did not have more than 25% of its total assets invested in any one industry.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report


 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 811.30

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.34

$ 7.93

Class T

1.84%

 

 

 

Actual

 

$ 1,000.00

$ 809.90

$ 8.39

HypotheticalA

 

$ 1,000.00

$ 1,015.93

$ 9.35

Class B

2.32%

 

 

 

Actual

 

$ 1,000.00

$ 808.00

$ 10.57

HypotheticalA

 

$ 1,000.00

$ 1,013.51

$ 11.77

Class C

2.33%

 

 

 

Actual

 

$ 1,000.00

$ 807.80

$ 10.62

HypotheticalA

 

$ 1,000.00

$ 1,013.46

$ 11.82

Emerging Europe, Middle East, Africa (EMEA)

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.62

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

South Africa 46.7%

 

dif30472

Russia 33.6%

 

dif30474

Turkey 5.8%

 

dif30476

Poland 3.3%

 

dif30478

United Arab Emirates 2.3%

 

dif30480

Nigeria 1.6%

 

dif30482

Morocco 1.2%

 

dif30484

Kenya 1.2%

 

dif30486

Qatar 1.1%

 

dif30488

Other* 3.2%

 

dif30490

* Includes short-term investments and net other assets.

As of April 30, 2011

dif30470

South Africa 45.0%

 

dif30472

Russia 32.4%

 

dif30474

Turkey 8.3%

 

dif30476

United States of America* 3.6%

 

dif30478

Poland 3.1%

 

dif30480

United Arab Emirates 1.4%

 

dif30482

Morocco 1.0%

 

dif30484

Nigeria 1.0%

 

dif30486

Kenya 0.9%

 

dif30488

Other 3.3%

 

dif30502

* Includes short-term investments and net other assets.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.9

96.1

Bonds

0.7

0.3

Short-Term Investments and Net Other Assets

0.4

3.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

8.7

9.3

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.9

6.2

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

6.0

5.7

Sberbank of Russia (Russia, Commercial Banks)

5.6

5.1

Standard Bank Group Ltd. (South Africa, Commercial Banks)

4.3

3.8

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

4.0

3.3

Harmony Gold Mining Co. Ltd. (South Africa, Metals & Mining)

3.7

3.3

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.3

2.9

Vodacom Group (Pty) Ltd. (South Africa, Wireless Telecommunication Services)

3.1

1.8

Shoprite Holdings Ltd. (South Africa, Food & Staples Retailing)

3.0

3.5

 

49.6

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

26.7

27.5

Financials

23.4

24.0

Materials

14.9

14.7

Telecommunication Services

14.3

10.5

Consumer Staples

9.2

8.8

Consumer Discretionary

6.3

6.8

Industrials

1.7

1.9

Utilities

1.7

1.0

Health Care

0.7

0.7

Information Technology

0.3

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.1%

Shares

Value

Bailiwick of Jersey - 0.8%

Randgold Resources Ltd.

9,700

$ 1,061,062

Canada - 0.3%

Silver Wheaton Corp.

13,000

448,874

Czech Republic - 0.6%

Philip Morris CR A/S

1,370

899,560

Kenya - 1.2%

British American Tobacco Kenya Ltd.

185,900

439,723

East African Breweries Ltd.

379,106

591,459

Safaricom Ltd.

15,803,616

477,210

Uchumi Supermarket Ltd. (a)

2,000,000

180,171

TOTAL KENYA

1,688,563

Morocco - 1.2%

Maroc Telecom SA

99,500

1,746,011

Nigeria - 1.6%

Guaranty Trust Bank PLC

3,807,451

349,066

Nigerian Breweries PLC

1,441,779

828,491

Skye Bank PLC

14,371,010

450,307

Zenith Bank PLC

7,356,200

595,887

TOTAL NIGERIA

2,223,751

Poland - 3.3%

Bank Polska Kasa Opieki SA

48,900

2,275,563

Eurocash SA

136,400

1,093,636

Polska Grupa Energetyczna SA

225,000

1,386,618

TOTAL POLAND

4,755,817

Qatar - 1.1%

Qatar National Bank SAQ

26,129

1,051,977

Vodafone Qatar QSC (a)

244,891

501,720

TOTAL QATAR

1,553,697

Russia - 31.8%

DIXY Group OJSC (a)

123,300

1,260,327

Lukoil Oil Co. sponsored ADR (United Kingdom)

147,895

8,607,489

Magnit OJSC

10,400

1,124,528

Magnit OJSC right 11/29/11 (a)

1,263

0

Novolipetsk Steel OJSC GDR (Reg. S)

30,600

832,932

OAO Gazprom

2,093,600

12,421,011

OAO NOVATEK

39,500

518,896

NOVATEK OAO GDR

37,100

5,208,840

Rosneft Oil Co. OJSC

32,800

236,696

Rosneft Oil Co. OJSC GDR (Reg. S)

247,700

1,762,386

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank of Russia 

2,921,500

$ 7,927,577

Sistema JSFC sponsored GDR

26,300

450,782

TNK-BP Holding

786,500

2,151,883

Uralkali JSC

329,300

2,928,842

TOTAL RUSSIA

45,432,189

South Africa - 46.7%

Africa Cellular Towers Ltd. (a)

5,335,800

60,510

African Rainbow Minerals Ltd.

67,600

1,562,339

AngloGold Ashanti Ltd.

95,400

4,311,518

Aveng Ltd.

143,700

671,758

Cashbuild Ltd.

80,500

1,044,756

Clicks Group Ltd.

779,024

4,088,347

DRDGOLD Ltd.

1,024,814

675,744

Exxaro Resources Ltd.

125,700

2,843,031

FirstRand Ltd.

1,907,200

4,743,788

Foschini Ltd.

61,700

778,529

Harmony Gold Mining Co. Ltd.

404,700

5,290,930

Life Healthcare Group Holdings Ltd.

383,900

934,076

Mr Price Group Ltd.

153,400

1,476,728

MTN Group Ltd.

642,350

11,211,562

Nampak Ltd.

317,600

872,407

Naspers Ltd. Class N

28,200

1,350,216

Northam Platinum Ltd.

111,600

432,406

Paracon Holdings Ltd.

1,828,728

414,766

Pioneer Foods Ltd.

148,700

1,189,967

Raubex Group Ltd.

719,200

1,179,893

RMB Holdings Ltd.

258,400

815,609

Sanlam Ltd.

432,100

1,614,325

Sasol Ltd.

87,900

3,952,702

Shoprite Holdings Ltd.

296,200

4,340,942

Spur Corp. Ltd.

162,800

277,956

Standard Bank Group Ltd.

496,363

6,116,742

Vodacom Group (Pty) Ltd.

385,300

4,364,562

TOTAL SOUTH AFRICA

66,616,109

Turkey - 5.8%

Aygaz A/S

178,000

972,419

Bim Birlesik Magazalar A/S JSC

29,000

885,621

Koc Holding AS

159,000

568,291

Tupras-Turkiye Petrol Rafinerileri AS

32,000

723,880

Common Stocks - continued

Shares

Value

Turkey - continued

Turk Telekomunikasyon AS

346,000

$ 1,467,553

Turkiye Garanti Bankasi AS

1,027,000

3,624,193

TOTAL TURKEY

8,241,957

United Arab Emirates - 2.3%

Dubai Financial Market PJSC (a)

4,758,417

1,334,378

Emirates NBD Bank PJSC (a)

418,373

389,555

First Gulf Bank PJSC

349,523

1,479,739

TOTAL UNITED ARAB EMIRATES

3,203,672

Zambia - 0.4%

Zambeef Products PLC

984,233

601,979

TOTAL COMMON STOCKS

(Cost $130,573,013)

138,473,241

Nonconvertible Preferred Stocks - 1.8%

 

 

 

 

Russia - 1.8%

Surgutneftegaz JSC
(Cost $2,598,642)

5,104,100

2,577,377

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $511,604)

NGN

80,000,000

477,237

Government Obligations - 0.4%

 

Ghana - 0.4%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000

599,847

Money Market Funds - 0.5%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)
(Cost $745,166)

745,166

$ 745,166

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $135,100,753)

142,872,868

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(170,558)

NET ASSETS - 100%

$ 142,702,310

Currency Abbreviations

GHS

-

Ghana Cedi

NGN

-

Nigerian naira

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 5,615

Fidelity Securities Lending Cash Central Fund

25

Total

$ 5,640

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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 Investment 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:

South Africa

$ 66,616,109

$ 52,385,215

$ 14,230,894

$ -

Russia

48,009,566

48,009,566

-

-

Turkey

8,241,957

8,241,957

-

-

Poland

4,755,817

4,755,817

-

-

United Arab Emirates

3,203,672

3,203,672

-

-

Nigeria

2,223,751

2,223,751

-

-

Morocco

1,746,011

1,746,011

-

-

Kenya

1,688,563

1,688,563

-

-

Qatar

1,553,697

1,553,697

-

-

Other

3,011,475

1,950,413

1,061,062

-

Corporate Bonds

477,237

-

477,237

-

Government Obligations

599,847

-

599,847

-

Money Market Funds

745,166

745,166

-

-

Total Investments in Securities:

$ 142,872,868

$ 126,503,828

$ 16,369,040

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $11,266,491 of which $7,410,645, $579,836 and $3,276,010 will expire in fiscal 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $134,355,587)

$ 142,127,702

 

Fidelity Central Funds (cost $745,166)

745,166

 

Total Investments (cost $135,100,753)

 

$ 142,872,868

Cash

 

160,278

Foreign currency held at value (cost $61)

61

Receivable for fund shares sold

148,502

Dividends receivable

179,461

Interest receivable

43,184

Distributions receivable from Fidelity Central Funds

66

Prepaid expenses

716

Other receivables

20,392

Total assets

143,425,528

 

 

 

Liabilities

Payable for investments purchased

$ 160,278

Payable for fund shares redeemed

349,022

Accrued management fee

91,946

Distribution and service plan fees payable

9,109

Other affiliated payables

41,379

Other payables and accrued expenses

71,484

Total liabilities

723,218

 

 

 

Net Assets

$ 142,702,310

Net Assets consist of:

 

Paid in capital

$ 144,186,805

Undistributed net investment income

2,747,743

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

(12,001,894)

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

7,769,656

Net Assets

$ 142,702,310

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,260,374 ÷ 1,230,909 shares)

$ 8.34

 

 

 

Maximum offering price per share (100/94.25 of $8.34)

$ 8.85

Class T:
Net Asset Value
and redemption price per share ($3,502,217 ÷ 421,495 shares)

$ 8.31

 

 

 

Maximum offering price per share (100/96.50 of $8.31)

$ 8.61

Class B:
Net Asset Value
and offering price per share ($538,949 ÷ 65,051 shares)A

$ 8.29

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,650,468 ÷ 807,272 shares)A

$ 8.24

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($114,117,343 ÷ 13,632,396 shares)

$ 8.37

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($7,632,959 ÷ 911,487 shares)

$ 8.37

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.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 5,132,884

Special dividends

 

786,604

Interest

 

112,169

Income from Fidelity Central Funds

 

5,640

Income before foreign taxes withheld

 

6,037,297

Less foreign taxes withheld

 

(341,837)

Total income

 

5,695,460

 

 

 

Expenses

Management fee

$ 1,436,460

Transfer agent fees

498,396

Distribution and service plan fees

128,171

Accounting and security lending fees

92,187

Custodian fees and expenses

211,210

Independent trustees' compensation

978

Registration fees

81,995

Audit

62,082

Legal

658

Miscellaneous

1,418

Total expenses before reductions

2,513,555

Expense reductions

(160,094)

2,353,461

Net investment income (loss)

3,341,999

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,530,080

Foreign currency transactions

(102,414)

Total net realized gain (loss)

 

3,427,666

Change in net unrealized appreciation (depreciation) on:

Investment securities

(17,515,193)

Assets and liabilities in foreign currencies

(8,519)

Total change in net unrealized appreciation (depreciation)

 

(17,523,712)

Net gain (loss)

(14,096,046)

Net increase (decrease) in net assets resulting from operations

$ (10,754,047)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,341,999

$ 1,510,417

Net realized gain (loss)

3,427,666

(3,213,726)

Change in net unrealized appreciation (depreciation)

(17,523,712)

29,135,993

Net increase (decrease) in net assets resulting
from operations

(10,754,047)

27,432,684

Distributions to shareholders from net investment income

(1,835,361)

(816,015)

Distributions to shareholders from net realized gain

(302,617)

(391,419)

Total distributions

(2,137,978)

(1,207,434)

Share transactions - net increase (decrease)

(11,096,734)

22,045,599

Redemption fees

119,309

89,745

Total increase (decrease) in net assets

(23,869,450)

48,360,594

 

 

 

Net Assets

Beginning of period

166,571,760

118,211,166

End of period (including undistributed net investment income of $2,747,743 and undistributed net investment income of $1,374,218, respectively)

$ 142,702,310

$ 166,571,760

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.10)

  (.07) K

  (.03)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.08) K

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  -

  -

Total distributions

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.06) K

  (.03)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Emerging Europe, Middle East, Africa (EMEA) 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and foreign 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 Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual 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), capital loss carry forwards 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

$ 21,839,274

Gross unrealized depreciation

(14,802,561)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,036,713

 

 

Tax Cost

$ 135,836,155

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

Undistributed ordinary income

$ 2,747,743

Capital loss carryforward

$ (11,266,491)

Net unrealized appreciation (depreciation)

$ 7,034,254

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 2,137,978

$ 1,207,434

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $91,399,924 and $94,303,247, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan 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%

$ 30,466

$ 2,908

Class T

.25%

.25%

18,756

28

Class B

.75%

.25%

7,308

5,498

Class C

.75%

.25%

71,641

32,384

 

 

 

$ 128,171

$ 40,818

Annual Report

5. 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% to 1% for Class B, 1% 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

$ 11,710

Class T

2,792

Class B*

2,575

Class C*

1,417

 

$ 18,494

* 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

$ 34,413

.28

Class T

11,646

.31

Class B

2,238

.31

Class C

20,980

.29

Emerging Europe, Middle East, Africa (EMEA)

410,243

.28

Institutional Class

18,876

.20

 

$ 498,396

 

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $145 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $554 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. At period end, there were no security loans outstanding. 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 $25. 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.

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%-1.65%*

$ 4,071

Class T

1.75%-1.90%*

1,321

Class B

2.25%-2.40%*

321

Class C

2.25%-2.40%*

2,211

Emerging Europe, Middle East, Africa (EMEA)

1.25%-1.40%*

56,199

Institutional Class

1.25%-1.40%*

1,658

 

 

$ 65,781

* Expense limitation in effect at period end.

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 $94,313 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 97,896

$ 26,924

Class T

26,168

5,586

Class B

1,907

-

Class C

32,267

2,308

Emerging Europe, Middle East, Africa (EMEA)

1,585,636

748,050

Institutional Class

91,487

33,147

Total

$ 1,835,361

$ 816,015

From net realized gain

 

 

Class A

$ 18,012

$ 15,761

Class T

5,690

5,156

Class B

902

1,284

Class C

9,924

9,232

Emerging Europe, Middle East, Africa (EMEA)

253,422

345,254

Institutional Class

14,667

14,732

Total

$ 302,617

$ 391,419

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

827,297

750,400

$ 7,697,437

$ 5,978,580

Reinvestment of distributions

10,020

5,604

92,483

40,683

Shares redeemed

(725,856)

(299,775)

(6,651,188)

(2,302,163)

Net increase (decrease)

111,461

456,229

$ 1,138,732

$ 3,717,100

Class T

 

 

 

 

Shares sold

164,342

258,490

$ 1,527,510

$ 2,070,251

Reinvestment of distributions

3,447

1,476

31,848

10,717

Shares redeemed

(94,003)

(127,308)

(862,784)

(967,322)

Net increase (decrease)

73,786

132,658

$ 696,574

$ 1,113,646

Class B

 

 

 

 

Shares sold

9,372

50,154

$ 87,632

$ 403,463

Reinvestment of distributions

285

173

2,673

1,261

Shares redeemed

(36,653)

(66,507)

(325,442)

(516,486)

Net increase (decrease)

(26,996)

(16,180)

$ (235,137)

$ (111,762)

Class C

 

 

 

 

Shares sold

438,284

353,916

$ 4,066,195

$ 2,814,751

Reinvestment of distributions

4,100

1,559

37,820

11,306

Shares redeemed

(213,656)

(147,366)

(1,892,778)

(1,102,603)

Net increase (decrease)

228,728

208,109

$ 2,211,237

$ 1,723,454

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

7,381,313

10,587,461

$ 68,910,601

$ 85,331,520

Reinvestment of distributions

187,137

144,800

1,730,170

1,051,250

Shares redeemed

(9,520,946)

(9,457,558)

(86,802,311)

(72,517,018)

Net increase (decrease)

(1,952,496)

1,274,703

$ (16,161,540)

$ 13,865,752

Institutional Class

 

 

 

 

Shares sold

597,666

319,437

$ 5,560,036

$ 2,551,378

Reinvestment of distributions

1,263

825

11,681

5,986

Shares redeemed

(484,423)

(105,236)

(4,318,317)

(819,955)

Net increase (decrease)

114,506

215,026

$ 1,253,400

$ 1,737,409

Annual Report

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund designates 100% of the dividend distributed during the fiscal year, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1 (h) (11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Fidelity Emerging Europe,

12/13/2010

$0.050

$0.0115

Middle East, Africa (EMEA) Fund

12/31/2010

$0.011

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total returns of a broad-based securities market index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

dif30504

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

dif30506

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

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

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

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

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

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

Annual Report

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

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

Annual Report


Managing Your Investments

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

By Phone

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

(phone graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

* 0 To speak to a Fidelity representative.

By PC

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

(computer graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report


To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

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 & Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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

(automated service graphic) Automated line for quickest service

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

EME-UANN-1211
1.861971.103

(Fidelity Logo)

Fidelity Advisor®

Emerging Europe,
Middle East, Africa (EMEA)

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

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Emerging Europe,
Middle East, Africa (EMEA) Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

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

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

 

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

 

-11.46%

-6.00%

  Class T (incl. 3.50% sales charge)

 

-9.70%

-5.61%

  Class B (incl. contingent deferred sales charge) B

 

-11.49%

-5.93%

  Class C (incl. contingent deferred sales charge) C

 

-7.72%

-5.11%

A From May 8, 2008.

B Class B shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charges included the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund - Class A on May 8, 2008, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

dif30520

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks concluded the 12-month period ending October 31, 2011, on a strong note, reversing direction in October amid hope for a resolution to the sovereign debt crisis in Europe. The brief rally, on top of a robust first half of the period, could only partially offset the negative impact of a five-month downturn that began in May and intensified in August and September, as investors began to flee riskier securities due to the debt debacle, concern the U.S. economy may contract and worry about a significant slowdown in China. For the year, the MSCI® Emerging Markets Index declined 7.44%, hampered in part by global currency fluctuation. The index gained roughly 13% in October, after falling 9% in August and about 15% in September. For the full year, returns across the individual country components of the emerging-markets index were decidedly negative. Several of the largest countries in the index struggled, especially India (-20%), China (-17%) and Brazil (-12%), as did Turkey (-34%). Conversely, South Korea had the strongest result, gaining about 7%, while another sizable index component, Russia, returned roughly 1%. Smaller constituents Indonesia (+5%) and Malaysia (+4%) also finished in positive territory. A trio of countries had negative returns but outpaced the index: Mexico (-1%), Taiwan (-2%) and South Africa (-3%).

Comments from Adam Kutas, Portfolio Manager of Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -6.05%, -6.42%, -6.85% and -6.79%, respectively (excluding sales charges), outperforming the -7.42% return of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Stock selection within materials and telecommunication services helped, as did picks in Russia and an overweighting in South Africa. Individual contributors included Russian natural gas producer Novatek, three South African firms - coal company Exxaro Resources, Harmony Gold Mining and supermarket company Shoprite Holdings - and not owning underperforming index constituent OTP Bank, based in Hungary. On the down side, poor stock selection in consumer discretionary hurt, particularly in retailing. On a regional basis, the fund lost ground due to the negative currency effects of our South African investments and unfavorable security selection in Poland. Among the main individual detractors were Turkish banks Turkiye Garanti Bankasi and Turkiye Halk Bankasi - the latter of which was sold from the fund by period end - and underweighting Russian oil company and outperforming major index component Gazprom.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and African markets. As of October 31, 2011, the fund did not have more than 25% of its total assets invested in any one industry.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report


 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 811.30

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.34

$ 7.93

Class T

1.84%

 

 

 

Actual

 

$ 1,000.00

$ 809.90

$ 8.39

HypotheticalA

 

$ 1,000.00

$ 1,015.93

$ 9.35

Class B

2.32%

 

 

 

Actual

 

$ 1,000.00

$ 808.00

$ 10.57

HypotheticalA

 

$ 1,000.00

$ 1,013.51

$ 11.77

Class C

2.33%

 

 

 

Actual

 

$ 1,000.00

$ 807.80

$ 10.62

HypotheticalA

 

$ 1,000.00

$ 1,013.46

$ 11.82

Emerging Europe, Middle East, Africa (EMEA)

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.62

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

South Africa 46.7%

 

dif30472

Russia 33.6%

 

dif30474

Turkey 5.8%

 

dif30476

Poland 3.3%

 

dif30478

United Arab Emirates 2.3%

 

dif30480

Nigeria 1.6%

 

dif30482

Morocco 1.2%

 

dif30484

Kenya 1.2%

 

dif30486

Qatar 1.1%

 

dif30488

Other* 3.2%

 

dif30532

* Includes short-term investments and net other assets.

As of April 30, 2011

dif30470

South Africa 45.0%

 

dif30472

Russia 32.4%

 

dif30474

Turkey 8.3%

 

dif30476

United States of America* 3.6%

 

dif30478

Poland 3.1%

 

dif30480

United Arab Emirates 1.4%

 

dif30482

Morocco 1.0%

 

dif30484

Nigeria 1.0%

 

dif30486

Kenya 0.9%

 

dif30488

Other 3.3%

 

dif30544

* Includes short-term investments and net other assets.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.9

96.1

Bonds

0.7

0.3

Short-Term Investments and Net Other Assets

0.4

3.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

8.7

9.3

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.9

6.2

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

6.0

5.7

Sberbank of Russia (Russia, Commercial Banks)

5.6

5.1

Standard Bank Group Ltd. (South Africa, Commercial Banks)

4.3

3.8

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

4.0

3.3

Harmony Gold Mining Co. Ltd. (South Africa, Metals & Mining)

3.7

3.3

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.3

2.9

Vodacom Group (Pty) Ltd. (South Africa, Wireless Telecommunication Services)

3.1

1.8

Shoprite Holdings Ltd. (South Africa, Food & Staples Retailing)

3.0

3.5

 

49.6

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

26.7

27.5

Financials

23.4

24.0

Materials

14.9

14.7

Telecommunication Services

14.3

10.5

Consumer Staples

9.2

8.8

Consumer Discretionary

6.3

6.8

Industrials

1.7

1.9

Utilities

1.7

1.0

Health Care

0.7

0.7

Information Technology

0.3

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.1%

Shares

Value

Bailiwick of Jersey - 0.8%

Randgold Resources Ltd.

9,700

$ 1,061,062

Canada - 0.3%

Silver Wheaton Corp.

13,000

448,874

Czech Republic - 0.6%

Philip Morris CR A/S

1,370

899,560

Kenya - 1.2%

British American Tobacco Kenya Ltd.

185,900

439,723

East African Breweries Ltd.

379,106

591,459

Safaricom Ltd.

15,803,616

477,210

Uchumi Supermarket Ltd. (a)

2,000,000

180,171

TOTAL KENYA

1,688,563

Morocco - 1.2%

Maroc Telecom SA

99,500

1,746,011

Nigeria - 1.6%

Guaranty Trust Bank PLC

3,807,451

349,066

Nigerian Breweries PLC

1,441,779

828,491

Skye Bank PLC

14,371,010

450,307

Zenith Bank PLC

7,356,200

595,887

TOTAL NIGERIA

2,223,751

Poland - 3.3%

Bank Polska Kasa Opieki SA

48,900

2,275,563

Eurocash SA

136,400

1,093,636

Polska Grupa Energetyczna SA

225,000

1,386,618

TOTAL POLAND

4,755,817

Qatar - 1.1%

Qatar National Bank SAQ

26,129

1,051,977

Vodafone Qatar QSC (a)

244,891

501,720

TOTAL QATAR

1,553,697

Russia - 31.8%

DIXY Group OJSC (a)

123,300

1,260,327

Lukoil Oil Co. sponsored ADR (United Kingdom)

147,895

8,607,489

Magnit OJSC

10,400

1,124,528

Magnit OJSC right 11/29/11 (a)

1,263

0

Novolipetsk Steel OJSC GDR (Reg. S)

30,600

832,932

OAO Gazprom

2,093,600

12,421,011

OAO NOVATEK

39,500

518,896

NOVATEK OAO GDR

37,100

5,208,840

Rosneft Oil Co. OJSC

32,800

236,696

Rosneft Oil Co. OJSC GDR (Reg. S)

247,700

1,762,386

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank of Russia 

2,921,500

$ 7,927,577

Sistema JSFC sponsored GDR

26,300

450,782

TNK-BP Holding

786,500

2,151,883

Uralkali JSC

329,300

2,928,842

TOTAL RUSSIA

45,432,189

South Africa - 46.7%

Africa Cellular Towers Ltd. (a)

5,335,800

60,510

African Rainbow Minerals Ltd.

67,600

1,562,339

AngloGold Ashanti Ltd.

95,400

4,311,518

Aveng Ltd.

143,700

671,758

Cashbuild Ltd.

80,500

1,044,756

Clicks Group Ltd.

779,024

4,088,347

DRDGOLD Ltd.

1,024,814

675,744

Exxaro Resources Ltd.

125,700

2,843,031

FirstRand Ltd.

1,907,200

4,743,788

Foschini Ltd.

61,700

778,529

Harmony Gold Mining Co. Ltd.

404,700

5,290,930

Life Healthcare Group Holdings Ltd.

383,900

934,076

Mr Price Group Ltd.

153,400

1,476,728

MTN Group Ltd.

642,350

11,211,562

Nampak Ltd.

317,600

872,407

Naspers Ltd. Class N

28,200

1,350,216

Northam Platinum Ltd.

111,600

432,406

Paracon Holdings Ltd.

1,828,728

414,766

Pioneer Foods Ltd.

148,700

1,189,967

Raubex Group Ltd.

719,200

1,179,893

RMB Holdings Ltd.

258,400

815,609

Sanlam Ltd.

432,100

1,614,325

Sasol Ltd.

87,900

3,952,702

Shoprite Holdings Ltd.

296,200

4,340,942

Spur Corp. Ltd.

162,800

277,956

Standard Bank Group Ltd.

496,363

6,116,742

Vodacom Group (Pty) Ltd.

385,300

4,364,562

TOTAL SOUTH AFRICA

66,616,109

Turkey - 5.8%

Aygaz A/S

178,000

972,419

Bim Birlesik Magazalar A/S JSC

29,000

885,621

Koc Holding AS

159,000

568,291

Tupras-Turkiye Petrol Rafinerileri AS

32,000

723,880

Common Stocks - continued

Shares

Value

Turkey - continued

Turk Telekomunikasyon AS

346,000

$ 1,467,553

Turkiye Garanti Bankasi AS

1,027,000

3,624,193

TOTAL TURKEY

8,241,957

United Arab Emirates - 2.3%

Dubai Financial Market PJSC (a)

4,758,417

1,334,378

Emirates NBD Bank PJSC (a)

418,373

389,555

First Gulf Bank PJSC

349,523

1,479,739

TOTAL UNITED ARAB EMIRATES

3,203,672

Zambia - 0.4%

Zambeef Products PLC

984,233

601,979

TOTAL COMMON STOCKS

(Cost $130,573,013)

138,473,241

Nonconvertible Preferred Stocks - 1.8%

 

 

 

 

Russia - 1.8%

Surgutneftegaz JSC
(Cost $2,598,642)

5,104,100

2,577,377

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $511,604)

NGN

80,000,000

477,237

Government Obligations - 0.4%

 

Ghana - 0.4%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000

599,847

Money Market Funds - 0.5%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)
(Cost $745,166)

745,166

$ 745,166

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $135,100,753)

142,872,868

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(170,558)

NET ASSETS - 100%

$ 142,702,310

Currency Abbreviations

GHS

-

Ghana Cedi

NGN

-

Nigerian naira

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 5,615

Fidelity Securities Lending Cash Central Fund

25

Total

$ 5,640

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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 Investment 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:

South Africa

$ 66,616,109

$ 52,385,215

$ 14,230,894

$ -

Russia

48,009,566

48,009,566

-

-

Turkey

8,241,957

8,241,957

-

-

Poland

4,755,817

4,755,817

-

-

United Arab Emirates

3,203,672

3,203,672

-

-

Nigeria

2,223,751

2,223,751

-

-

Morocco

1,746,011

1,746,011

-

-

Kenya

1,688,563

1,688,563

-

-

Qatar

1,553,697

1,553,697

-

-

Other

3,011,475

1,950,413

1,061,062

-

Corporate Bonds

477,237

-

477,237

-

Government Obligations

599,847

-

599,847

-

Money Market Funds

745,166

745,166

-

-

Total Investments in Securities:

$ 142,872,868

$ 126,503,828

$ 16,369,040

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $11,266,491 of which $7,410,645, $579,836 and $3,276,010 will expire in fiscal 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $134,355,587)

$ 142,127,702

 

Fidelity Central Funds (cost $745,166)

745,166

 

Total Investments (cost $135,100,753)

 

$ 142,872,868

Cash

 

160,278

Foreign currency held at value (cost $61)

61

Receivable for fund shares sold

148,502

Dividends receivable

179,461

Interest receivable

43,184

Distributions receivable from Fidelity Central Funds

66

Prepaid expenses

716

Other receivables

20,392

Total assets

143,425,528

 

 

 

Liabilities

Payable for investments purchased

$ 160,278

Payable for fund shares redeemed

349,022

Accrued management fee

91,946

Distribution and service plan fees payable

9,109

Other affiliated payables

41,379

Other payables and accrued expenses

71,484

Total liabilities

723,218

 

 

 

Net Assets

$ 142,702,310

Net Assets consist of:

 

Paid in capital

$ 144,186,805

Undistributed net investment income

2,747,743

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

(12,001,894)

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

7,769,656

Net Assets

$ 142,702,310

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,260,374 ÷ 1,230,909 shares)

$ 8.34

 

 

 

Maximum offering price per share (100/94.25 of $8.34)

$ 8.85

Class T:
Net Asset Value
and redemption price per share ($3,502,217 ÷ 421,495 shares)

$ 8.31

 

 

 

Maximum offering price per share (100/96.50 of $8.31)

$ 8.61

Class B:
Net Asset Value
and offering price per share ($538,949 ÷ 65,051 shares)A

$ 8.29

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,650,468 ÷ 807,272 shares)A

$ 8.24

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($114,117,343 ÷ 13,632,396 shares)

$ 8.37

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($7,632,959 ÷ 911,487 shares)

$ 8.37

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.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 5,132,884

Special dividends

 

786,604

Interest

 

112,169

Income from Fidelity Central Funds

 

5,640

Income before foreign taxes withheld

 

6,037,297

Less foreign taxes withheld

 

(341,837)

Total income

 

5,695,460

 

 

 

Expenses

Management fee

$ 1,436,460

Transfer agent fees

498,396

Distribution and service plan fees

128,171

Accounting and security lending fees

92,187

Custodian fees and expenses

211,210

Independent trustees' compensation

978

Registration fees

81,995

Audit

62,082

Legal

658

Miscellaneous

1,418

Total expenses before reductions

2,513,555

Expense reductions

(160,094)

2,353,461

Net investment income (loss)

3,341,999

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,530,080

Foreign currency transactions

(102,414)

Total net realized gain (loss)

 

3,427,666

Change in net unrealized appreciation (depreciation) on:

Investment securities

(17,515,193)

Assets and liabilities in foreign currencies

(8,519)

Total change in net unrealized appreciation (depreciation)

 

(17,523,712)

Net gain (loss)

(14,096,046)

Net increase (decrease) in net assets resulting from operations

$ (10,754,047)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,341,999

$ 1,510,417

Net realized gain (loss)

3,427,666

(3,213,726)

Change in net unrealized appreciation (depreciation)

(17,523,712)

29,135,993

Net increase (decrease) in net assets resulting
from operations

(10,754,047)

27,432,684

Distributions to shareholders from net investment income

(1,835,361)

(816,015)

Distributions to shareholders from net realized gain

(302,617)

(391,419)

Total distributions

(2,137,978)

(1,207,434)

Share transactions - net increase (decrease)

(11,096,734)

22,045,599

Redemption fees

119,309

89,745

Total increase (decrease) in net assets

(23,869,450)

48,360,594

 

 

 

Net Assets

Beginning of period

166,571,760

118,211,166

End of period (including undistributed net investment income of $2,747,743 and undistributed net investment income of $1,374,218, respectively)

$ 142,702,310

$ 166,571,760

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.10)

  (.07) K

  (.03)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.08) K

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  -

  -

Total distributions

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.06) K

  (.03)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Emerging Europe, Middle East, Africa (EMEA) 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and foreign 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 Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual 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), capital loss carry forwards 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

$ 21,839,274

Gross unrealized depreciation

(14,802,561)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,036,713

 

 

Tax Cost

$ 135,836,155

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

Undistributed ordinary income

$ 2,747,743

Capital loss carryforward

$ (11,266,491)

Net unrealized appreciation (depreciation)

$ 7,034,254

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 2,137,978

$ 1,207,434

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $91,399,924 and $94,303,247, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan 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%

$ 30,466

$ 2,908

Class T

.25%

.25%

18,756

28

Class B

.75%

.25%

7,308

5,498

Class C

.75%

.25%

71,641

32,384

 

 

 

$ 128,171

$ 40,818

Annual Report

5. 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% to 1% for Class B, 1% 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

$ 11,710

Class T

2,792

Class B*

2,575

Class C*

1,417

 

$ 18,494

* 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

$ 34,413

.28

Class T

11,646

.31

Class B

2,238

.31

Class C

20,980

.29

Emerging Europe, Middle East, Africa (EMEA)

410,243

.28

Institutional Class

18,876

.20

 

$ 498,396

 

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $145 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $554 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. At period end, there were no security loans outstanding. 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 $25. 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.

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%-1.65%*

$ 4,071

Class T

1.75%-1.90%*

1,321

Class B

2.25%-2.40%*

321

Class C

2.25%-2.40%*

2,211

Emerging Europe, Middle East, Africa (EMEA)

1.25%-1.40%*

56,199

Institutional Class

1.25%-1.40%*

1,658

 

 

$ 65,781

* Expense limitation in effect at period end.

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 $94,313 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 97,896

$ 26,924

Class T

26,168

5,586

Class B

1,907

-

Class C

32,267

2,308

Emerging Europe, Middle East, Africa (EMEA)

1,585,636

748,050

Institutional Class

91,487

33,147

Total

$ 1,835,361

$ 816,015

From net realized gain

 

 

Class A

$ 18,012

$ 15,761

Class T

5,690

5,156

Class B

902

1,284

Class C

9,924

9,232

Emerging Europe, Middle East, Africa (EMEA)

253,422

345,254

Institutional Class

14,667

14,732

Total

$ 302,617

$ 391,419

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

827,297

750,400

$ 7,697,437

$ 5,978,580

Reinvestment of distributions

10,020

5,604

92,483

40,683

Shares redeemed

(725,856)

(299,775)

(6,651,188)

(2,302,163)

Net increase (decrease)

111,461

456,229

$ 1,138,732

$ 3,717,100

Class T

 

 

 

 

Shares sold

164,342

258,490

$ 1,527,510

$ 2,070,251

Reinvestment of distributions

3,447

1,476

31,848

10,717

Shares redeemed

(94,003)

(127,308)

(862,784)

(967,322)

Net increase (decrease)

73,786

132,658

$ 696,574

$ 1,113,646

Class B

 

 

 

 

Shares sold

9,372

50,154

$ 87,632

$ 403,463

Reinvestment of distributions

285

173

2,673

1,261

Shares redeemed

(36,653)

(66,507)

(325,442)

(516,486)

Net increase (decrease)

(26,996)

(16,180)

$ (235,137)

$ (111,762)

Class C

 

 

 

 

Shares sold

438,284

353,916

$ 4,066,195

$ 2,814,751

Reinvestment of distributions

4,100

1,559

37,820

11,306

Shares redeemed

(213,656)

(147,366)

(1,892,778)

(1,102,603)

Net increase (decrease)

228,728

208,109

$ 2,211,237

$ 1,723,454

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

7,381,313

10,587,461

$ 68,910,601

$ 85,331,520

Reinvestment of distributions

187,137

144,800

1,730,170

1,051,250

Shares redeemed

(9,520,946)

(9,457,558)

(86,802,311)

(72,517,018)

Net increase (decrease)

(1,952,496)

1,274,703

$ (16,161,540)

$ 13,865,752

Institutional Class

 

 

 

 

Shares sold

597,666

319,437

$ 5,560,036

$ 2,551,378

Reinvestment of distributions

1,263

825

11,681

5,986

Shares redeemed

(484,423)

(105,236)

(4,318,317)

(819,955)

Net increase (decrease)

114,506

215,026

$ 1,253,400

$ 1,737,409

Annual Report

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

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

John R. Hebble (53)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

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

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

 

Pay Date

Income

Taxes

Class A

12/13/2010

$0.044

$0.0115

 

12/31/2010

$0.011

$0.0000

Class T

12/13/2010

$0.037

$0.0115

 

12/31/2010

$0.011

$0.0000

Class B

12/13/2010

$0.011

$0.0115

 

12/31/2010

$0.011

$0.0000

Class C

12/13/2010

$0.026

$0.0115

 

12/31/2010

$0.011

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

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

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

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total returns of a broad-based securities market index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

dif30546

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

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

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

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

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

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

Annual Report

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

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 & Trust Company
Quincy, MA

dif30550

AEME-UANN-1211
1.861988.103

(Fidelity Logo)

Fidelity Advisor®

Emerging Europe,
Middle East, Africa (EMEA)

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

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

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2011

 

Past 1
year

Life of
fund
A

  Institutional Class

 

-5.91%

-4.15%

A From May 8, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund - Institutional Class on May 8, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks concluded the 12-month period ending October 31, 2011, on a strong note, reversing direction in October amid hope for a resolution to the sovereign debt crisis in Europe. The brief rally, on top of a robust first half of the period, could only partially offset the negative impact of a five-month downturn that began in May and intensified in August and September, as investors began to flee riskier securities due to the debt debacle, concern the U.S. economy may contract and worry about a significant slowdown in China. For the year, the MSCI® Emerging Markets Index declined 7.44%, hampered in part by global currency fluctuation. The index gained roughly 13% in October, after falling 9% in August and about 15% in September. For the full year, returns across the individual country components of the emerging-markets index were decidedly negative. Several of the largest countries in the index struggled, especially India (-20%), China (-17%) and Brazil (-12%), as did Turkey (-34%). Conversely, South Korea had the strongest result, gaining about 7%, while another sizable index component, Russia, returned roughly 1%. Smaller constituents Indonesia (+5%) and Malaysia (+4%) also finished in positive territory. A trio of countries had negative returns but outpaced the index: Mexico (-1%), Taiwan (-2%) and South Africa (-3%).

Comments from Adam Kutas, Portfolio Manager of Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Institutional Class shares returned -5.91%, outperforming the -7.42% return of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Stock selection within materials and telecommunication services helped, as did picks in Russia and an overweighting in South Africa. Individual contributors included Russian natural gas producer Novatek, three South African firms - coal company Exxaro Resources, Harmony Gold Mining and supermarket company Shoprite Holdings - and not owning underperforming index constituent OTP Bank, based in Hungary. On the down side, poor stock selection in consumer discretionary hurt, particularly in retailing. On a regional basis, the fund lost ground due to the negative currency effects of our South African investments and unfavorable security selection in Poland. Among the main individual detractors were Turkish banks Turkiye Garanti Bankasi and Turkiye Halk Bankasi - the latter of which was sold from the fund by period end - and underweighting Russian oil company and outperforming major index component Gazprom.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and African markets. As of October 31, 2011, the fund did not have more than 25% of its total assets invested in any one industry.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report


Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 811.30

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.34

$ 7.93

Class T

1.84%

 

 

 

Actual

 

$ 1,000.00

$ 809.90

$ 8.39

HypotheticalA

 

$ 1,000.00

$ 1,015.93

$ 9.35

Class B

2.32%

 

 

 

Actual

 

$ 1,000.00

$ 808.00

$ 10.57

HypotheticalA

 

$ 1,000.00

$ 1,013.51

$ 11.77

Class C

2.33%

 

 

 

Actual

 

$ 1,000.00

$ 807.80

$ 10.62

HypotheticalA

 

$ 1,000.00

$ 1,013.46

$ 11.82

Emerging Europe, Middle East, Africa (EMEA)

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 811.80

$ 5.62

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

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South Africa 46.7%

 

dif30472

Russia 33.6%

 

dif30474

Turkey 5.8%

 

dif30476

Poland 3.3%

 

dif30478

United Arab Emirates 2.3%

 

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Nigeria 1.6%

 

dif30482

Morocco 1.2%

 

dif30484

Kenya 1.2%

 

dif30486

Qatar 1.1%

 

dif30488

Other* 3.2%

 

dif30576

* Includes short-term investments and net other assets.

As of April 30, 2011

dif30470

South Africa 45.0%

 

dif30472

Russia 32.4%

 

dif30474

Turkey 8.3%

 

dif30476

United States of America* 3.6%

 

dif30478

Poland 3.1%

 

dif30480

United Arab Emirates 1.4%

 

dif30482

Morocco 1.0%

 

dif30484

Nigeria 1.0%

 

dif30486

Kenya 0.9%

 

dif30488

Other 3.3%

 

dif30588

* Includes short-term investments and net other assets.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.9

96.1

Bonds

0.7

0.3

Short-Term Investments and Net Other Assets

0.4

3.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

8.7

9.3

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.9

6.2

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

6.0

5.7

Sberbank of Russia (Russia, Commercial Banks)

5.6

5.1

Standard Bank Group Ltd. (South Africa, Commercial Banks)

4.3

3.8

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

4.0

3.3

Harmony Gold Mining Co. Ltd. (South Africa, Metals & Mining)

3.7

3.3

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.3

2.9

Vodacom Group (Pty) Ltd. (South Africa, Wireless Telecommunication Services)

3.1

1.8

Shoprite Holdings Ltd. (South Africa, Food & Staples Retailing)

3.0

3.5

 

49.6

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

26.7

27.5

Financials

23.4

24.0

Materials

14.9

14.7

Telecommunication Services

14.3

10.5

Consumer Staples

9.2

8.8

Consumer Discretionary

6.3

6.8

Industrials

1.7

1.9

Utilities

1.7

1.0

Health Care

0.7

0.7

Information Technology

0.3

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.1%

Shares

Value

Bailiwick of Jersey - 0.8%

Randgold Resources Ltd.

9,700

$ 1,061,062

Canada - 0.3%

Silver Wheaton Corp.

13,000

448,874

Czech Republic - 0.6%

Philip Morris CR A/S

1,370

899,560

Kenya - 1.2%

British American Tobacco Kenya Ltd.

185,900

439,723

East African Breweries Ltd.

379,106

591,459

Safaricom Ltd.

15,803,616

477,210

Uchumi Supermarket Ltd. (a)

2,000,000

180,171

TOTAL KENYA

1,688,563

Morocco - 1.2%

Maroc Telecom SA

99,500

1,746,011

Nigeria - 1.6%

Guaranty Trust Bank PLC

3,807,451

349,066

Nigerian Breweries PLC

1,441,779

828,491

Skye Bank PLC

14,371,010

450,307

Zenith Bank PLC

7,356,200

595,887

TOTAL NIGERIA

2,223,751

Poland - 3.3%

Bank Polska Kasa Opieki SA

48,900

2,275,563

Eurocash SA

136,400

1,093,636

Polska Grupa Energetyczna SA

225,000

1,386,618

TOTAL POLAND

4,755,817

Qatar - 1.1%

Qatar National Bank SAQ

26,129

1,051,977

Vodafone Qatar QSC (a)

244,891

501,720

TOTAL QATAR

1,553,697

Russia - 31.8%

DIXY Group OJSC (a)

123,300

1,260,327

Lukoil Oil Co. sponsored ADR (United Kingdom)

147,895

8,607,489

Magnit OJSC

10,400

1,124,528

Magnit OJSC right 11/29/11 (a)

1,263

0

Novolipetsk Steel OJSC GDR (Reg. S)

30,600

832,932

OAO Gazprom

2,093,600

12,421,011

OAO NOVATEK

39,500

518,896

NOVATEK OAO GDR

37,100

5,208,840

Rosneft Oil Co. OJSC

32,800

236,696

Rosneft Oil Co. OJSC GDR (Reg. S)

247,700

1,762,386

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank of Russia 

2,921,500

$ 7,927,577

Sistema JSFC sponsored GDR

26,300

450,782

TNK-BP Holding

786,500

2,151,883

Uralkali JSC

329,300

2,928,842

TOTAL RUSSIA

45,432,189

South Africa - 46.7%

Africa Cellular Towers Ltd. (a)

5,335,800

60,510

African Rainbow Minerals Ltd.

67,600

1,562,339

AngloGold Ashanti Ltd.

95,400

4,311,518

Aveng Ltd.

143,700

671,758

Cashbuild Ltd.

80,500

1,044,756

Clicks Group Ltd.

779,024

4,088,347

DRDGOLD Ltd.

1,024,814

675,744

Exxaro Resources Ltd.

125,700

2,843,031

FirstRand Ltd.

1,907,200

4,743,788

Foschini Ltd.

61,700

778,529

Harmony Gold Mining Co. Ltd.

404,700

5,290,930

Life Healthcare Group Holdings Ltd.

383,900

934,076

Mr Price Group Ltd.

153,400

1,476,728

MTN Group Ltd.

642,350

11,211,562

Nampak Ltd.

317,600

872,407

Naspers Ltd. Class N

28,200

1,350,216

Northam Platinum Ltd.

111,600

432,406

Paracon Holdings Ltd.

1,828,728

414,766

Pioneer Foods Ltd.

148,700

1,189,967

Raubex Group Ltd.

719,200

1,179,893

RMB Holdings Ltd.

258,400

815,609

Sanlam Ltd.

432,100

1,614,325

Sasol Ltd.

87,900

3,952,702

Shoprite Holdings Ltd.

296,200

4,340,942

Spur Corp. Ltd.

162,800

277,956

Standard Bank Group Ltd.

496,363

6,116,742

Vodacom Group (Pty) Ltd.

385,300

4,364,562

TOTAL SOUTH AFRICA

66,616,109

Turkey - 5.8%

Aygaz A/S

178,000

972,419

Bim Birlesik Magazalar A/S JSC

29,000

885,621

Koc Holding AS

159,000

568,291

Tupras-Turkiye Petrol Rafinerileri AS

32,000

723,880

Common Stocks - continued

Shares

Value

Turkey - continued

Turk Telekomunikasyon AS

346,000

$ 1,467,553

Turkiye Garanti Bankasi AS

1,027,000

3,624,193

TOTAL TURKEY

8,241,957

United Arab Emirates - 2.3%

Dubai Financial Market PJSC (a)

4,758,417

1,334,378

Emirates NBD Bank PJSC (a)

418,373

389,555

First Gulf Bank PJSC

349,523

1,479,739

TOTAL UNITED ARAB EMIRATES

3,203,672

Zambia - 0.4%

Zambeef Products PLC

984,233

601,979

TOTAL COMMON STOCKS

(Cost $130,573,013)

138,473,241

Nonconvertible Preferred Stocks - 1.8%

 

 

 

 

Russia - 1.8%

Surgutneftegaz JSC
(Cost $2,598,642)

5,104,100

2,577,377

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $511,604)

NGN

80,000,000

477,237

Government Obligations - 0.4%

 

Ghana - 0.4%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000

599,847

Money Market Funds - 0.5%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)
(Cost $745,166)

745,166

$ 745,166

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $135,100,753)

142,872,868

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(170,558)

NET ASSETS - 100%

$ 142,702,310

Currency Abbreviations

GHS

-

Ghana Cedi

NGN

-

Nigerian naira

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 5,615

Fidelity Securities Lending Cash Central Fund

25

Total

$ 5,640

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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 Investment 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:

South Africa

$ 66,616,109

$ 52,385,215

$ 14,230,894

$ -

Russia

48,009,566

48,009,566

-

-

Turkey

8,241,957

8,241,957

-

-

Poland

4,755,817

4,755,817

-

-

United Arab Emirates

3,203,672

3,203,672

-

-

Nigeria

2,223,751

2,223,751

-

-

Morocco

1,746,011

1,746,011

-

-

Kenya

1,688,563

1,688,563

-

-

Qatar

1,553,697

1,553,697

-

-

Other

3,011,475

1,950,413

1,061,062

-

Corporate Bonds

477,237

-

477,237

-

Government Obligations

599,847

-

599,847

-

Money Market Funds

745,166

745,166

-

-

Total Investments in Securities:

$ 142,872,868

$ 126,503,828

$ 16,369,040

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $11,266,491 of which $7,410,645, $579,836 and $3,276,010 will expire in fiscal 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $134,355,587)

$ 142,127,702

 

Fidelity Central Funds (cost $745,166)

745,166

 

Total Investments (cost $135,100,753)

 

$ 142,872,868

Cash

 

160,278

Foreign currency held at value (cost $61)

61

Receivable for fund shares sold

148,502

Dividends receivable

179,461

Interest receivable

43,184

Distributions receivable from Fidelity Central Funds

66

Prepaid expenses

716

Other receivables

20,392

Total assets

143,425,528

 

 

 

Liabilities

Payable for investments purchased

$ 160,278

Payable for fund shares redeemed

349,022

Accrued management fee

91,946

Distribution and service plan fees payable

9,109

Other affiliated payables

41,379

Other payables and accrued expenses

71,484

Total liabilities

723,218

 

 

 

Net Assets

$ 142,702,310

Net Assets consist of:

 

Paid in capital

$ 144,186,805

Undistributed net investment income

2,747,743

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

(12,001,894)

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

7,769,656

Net Assets

$ 142,702,310

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,260,374 ÷ 1,230,909 shares)

$ 8.34

 

 

 

Maximum offering price per share (100/94.25 of $8.34)

$ 8.85

Class T:
Net Asset Value
and redemption price per share ($3,502,217 ÷ 421,495 shares)

$ 8.31

 

 

 

Maximum offering price per share (100/96.50 of $8.31)

$ 8.61

Class B:
Net Asset Value
and offering price per share ($538,949 ÷ 65,051 shares)A

$ 8.29

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,650,468 ÷ 807,272 shares)A

$ 8.24

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($114,117,343 ÷ 13,632,396 shares)

$ 8.37

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($7,632,959 ÷ 911,487 shares)

$ 8.37

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.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 5,132,884

Special dividends

 

786,604

Interest

 

112,169

Income from Fidelity Central Funds

 

5,640

Income before foreign taxes withheld

 

6,037,297

Less foreign taxes withheld

 

(341,837)

Total income

 

5,695,460

 

 

 

Expenses

Management fee

$ 1,436,460

Transfer agent fees

498,396

Distribution and service plan fees

128,171

Accounting and security lending fees

92,187

Custodian fees and expenses

211,210

Independent trustees' compensation

978

Registration fees

81,995

Audit

62,082

Legal

658

Miscellaneous

1,418

Total expenses before reductions

2,513,555

Expense reductions

(160,094)

2,353,461

Net investment income (loss)

3,341,999

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,530,080

Foreign currency transactions

(102,414)

Total net realized gain (loss)

 

3,427,666

Change in net unrealized appreciation (depreciation) on:

Investment securities

(17,515,193)

Assets and liabilities in foreign currencies

(8,519)

Total change in net unrealized appreciation (depreciation)

 

(17,523,712)

Net gain (loss)

(14,096,046)

Net increase (decrease) in net assets resulting from operations

$ (10,754,047)

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,341,999

$ 1,510,417

Net realized gain (loss)

3,427,666

(3,213,726)

Change in net unrealized appreciation (depreciation)

(17,523,712)

29,135,993

Net increase (decrease) in net assets resulting
from operations

(10,754,047)

27,432,684

Distributions to shareholders from net investment income

(1,835,361)

(816,015)

Distributions to shareholders from net realized gain

(302,617)

(391,419)

Total distributions

(2,137,978)

(1,207,434)

Share transactions - net increase (decrease)

(11,096,734)

22,045,599

Redemption fees

119,309

89,745

Total increase (decrease) in net assets

(23,869,450)

48,360,594

 

 

 

Net Assets

Beginning of period

166,571,760

118,211,166

End of period (including undistributed net investment income of $2,747,743 and undistributed net investment income of $1,374,218, respectively)

$ 142,702,310

$ 166,571,760

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.10)

  (.07) K

  (.03)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.08) K

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  -

  -

Total distributions

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.06) K

  (.03)

  -

  -

Redemption fees added to paid in capital E

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

Expenses before reductions

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

I For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.02)

  (.02)

  -

  -

Total distributions

  (.11)

  (.08) J

  (.04)

  -

Redemption fees added to paid in capital D

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

Expenses before reductions

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  53%

  96%

  58%

  68%

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 special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

H For the period May 8, 2008 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Total distributions of $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Emerging Europe, Middle East, Africa (EMEA) 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and foreign 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 Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual 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), capital loss carry forwards 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

$ 21,839,274

Gross unrealized depreciation

(14,802,561)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,036,713

 

 

Tax Cost

$ 135,836,155

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

Undistributed ordinary income

$ 2,747,743

Capital loss carryforward

$ (11,266,491)

Net unrealized appreciation (depreciation)

$ 7,034,254

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 2,137,978

$ 1,207,434

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $91,399,924 and $94,303,247, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan 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%

$ 30,466

$ 2,908

Class T

.25%

.25%

18,756

28

Class B

.75%

.25%

7,308

5,498

Class C

.75%

.25%

71,641

32,384

 

 

 

$ 128,171

$ 40,818

Annual Report

5. 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% to 1% for Class B, 1% 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

$ 11,710

Class T

2,792

Class B*

2,575

Class C*

1,417

 

$ 18,494

* 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

$ 34,413

.28

Class T

11,646

.31

Class B

2,238

.31

Class C

20,980

.29

Emerging Europe, Middle East, Africa (EMEA)

410,243

.28

Institutional Class

18,876

.20

 

$ 498,396

 

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $145 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $554 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. At period end, there were no security loans outstanding. 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 $25. 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.

Annual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%-1.65%*

$ 4,071

Class T

1.75%-1.90%*

1,321

Class B

2.25%-2.40%*

321

Class C

2.25%-2.40%*

2,211

Emerging Europe, Middle East, Africa (EMEA)

1.25%-1.40%*

56,199

Institutional Class

1.25%-1.40%*

1,658

 

 

$ 65,781

* Expense limitation in effect at period end.

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 $94,313 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 97,896

$ 26,924

Class T

26,168

5,586

Class B

1,907

-

Class C

32,267

2,308

Emerging Europe, Middle East, Africa (EMEA)

1,585,636

748,050

Institutional Class

91,487

33,147

Total

$ 1,835,361

$ 816,015

From net realized gain

 

 

Class A

$ 18,012

$ 15,761

Class T

5,690

5,156

Class B

902

1,284

Class C

9,924

9,232

Emerging Europe, Middle East, Africa (EMEA)

253,422

345,254

Institutional Class

14,667

14,732

Total

$ 302,617

$ 391,419

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

827,297

750,400

$ 7,697,437

$ 5,978,580

Reinvestment of distributions

10,020

5,604

92,483

40,683

Shares redeemed

(725,856)

(299,775)

(6,651,188)

(2,302,163)

Net increase (decrease)

111,461

456,229

$ 1,138,732

$ 3,717,100

Class T

 

 

 

 

Shares sold

164,342

258,490

$ 1,527,510

$ 2,070,251

Reinvestment of distributions

3,447

1,476

31,848

10,717

Shares redeemed

(94,003)

(127,308)

(862,784)

(967,322)

Net increase (decrease)

73,786

132,658

$ 696,574

$ 1,113,646

Class B

 

 

 

 

Shares sold

9,372

50,154

$ 87,632

$ 403,463

Reinvestment of distributions

285

173

2,673

1,261

Shares redeemed

(36,653)

(66,507)

(325,442)

(516,486)

Net increase (decrease)

(26,996)

(16,180)

$ (235,137)

$ (111,762)

Class C

 

 

 

 

Shares sold

438,284

353,916

$ 4,066,195

$ 2,814,751

Reinvestment of distributions

4,100

1,559

37,820

11,306

Shares redeemed

(213,656)

(147,366)

(1,892,778)

(1,102,603)

Net increase (decrease)

228,728

208,109

$ 2,211,237

$ 1,723,454

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

7,381,313

10,587,461

$ 68,910,601

$ 85,331,520

Reinvestment of distributions

187,137

144,800

1,730,170

1,051,250

Shares redeemed

(9,520,946)

(9,457,558)

(86,802,311)

(72,517,018)

Net increase (decrease)

(1,952,496)

1,274,703

$ (16,161,540)

$ 13,865,752

Institutional Class

 

 

 

 

Shares sold

597,666

319,437

$ 5,560,036

$ 2,551,378

Reinvestment of distributions

1,263

825

11,681

5,986

Shares redeemed

(484,423)

(105,236)

(4,318,317)

(819,955)

Net increase (decrease)

114,506

215,026

$ 1,253,400

$ 1,737,409

Annual Report

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period May 8, 2008 (commencement of operations) to October 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

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

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

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

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

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

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

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

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

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

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Institutional Class designates 100% of the dividend distributed during the fiscal year, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/13/2010

$0.050

$0.0115

 

12/31/2010

$0.011

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total returns of a broad-based securities market index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

dif30590

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

dif30548

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investments (Japan) Limited

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 & Trust Company
Quincy, MA

dif30550

AEMEI-UANN-1211
1.861980.103

Fidelity®
Global Commodity Stock
Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity® Global Commodity Stock Fund

-1.59%

18.35%

A From March 25, 2009

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Global Commodity Stock Fund, a class of the fund, on March 25, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from S. Joseph Wickwire II, Portfolio Manager of Fidelity® Global Commodity Stock Fund: For the year, the fund's Retail Class shares returned -1.59%, lagging the -1.10% result of the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. Stock picking in coal/consumable fuels and oil/gas exploration and production (E&P) detracted, as did positioning in integrated oil/gas. Detractors included coal-producer Alpha Natural Resources and Australian uranium company Paladin Energy. Underweightings in strong-performing integrated oil/gas companies ConocoPhillips and Royal Dutch Shell and overweightings in E&P companies Niko Resources and Petrobank Energy & Resources also hurt. Conversely, the fund benefited from an overweighting in the outperforming gold group, including Barrick Gold and Newmont Mining. Oil/gas equipment and services stocks, such as ION Geophysical, Halliburton and C&J Energy Services also helped, as did oil/gas refining and marketing names CVR Energy, Frontier Oil, Tesoro, Holly and Valero Energy. Frontier Oil and Holly merged during the period. Several of the stocks I've mentioned were not in the index or were sold by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 821.50

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Class T

1.60%

 

 

 

Actual

 

$ 1,000.00

$ 820.00

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.13

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.90

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.80

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 822.20

$ 4.87

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.40

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 822.70

$ 4.69

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.3

4.9

BHP Billiton PLC

5.0

5.1

Potash Corp. of Saskatchewan, Inc.

4.1

3.8

Royal Dutch Shell PLC Class A (United Kingdom)

3.1

2.8

Chevron Corp.

2.9

2.4

Syngenta AG (Switzerland)

2.8

2.3

Rio Tinto PLC

2.7

3.1

Monsanto Co.

2.6

1.7

Goldcorp, Inc.

2.0

1.2

Barrick Gold Corp.

2.0

1.3

 

32.5

Top Sectors (% of fund's net assets)

As of October 31, 2011

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Energy 37.9%

 

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Metals 31.8%

 

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Agriculture 22.8%

 

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Other 6.2%

 

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Short-Term
Investments and
Net Other Assets 1.3%

 

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As of April 30, 2011

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Energy 36.2%

 

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Metals 34.3%

 

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Agriculture 23.8%

 

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Other 5.2%

 

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Short-Term
Investments and
Net Other Assets 0.5%

 

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Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CHEMICALS - 18.0%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

26,500

$ 236,111

Grasim Industries Ltd.

734

38,980

 

275,091

Fertilizers & Agricultural Chemicals - 17.9%

Agrium, Inc.

121,200

9,991,690

CF Industries Holdings, Inc.

58,772

9,536,932

China Bluechemical Ltd. (H shares)

1,122,000

879,234

Incitec Pivot Ltd.

411,186

1,489,514

Israel Chemicals Ltd.

443,600

5,337,885

Israel Corp. Ltd. (Class A)

1,000

736,552

K&S AG

129,907

8,268,903

Monsanto Co.

278,300

20,246,325

Potash Corp. of Saskatchewan, Inc.

669,700

31,696,289

Sinofert Holdings Ltd.

2,060,000

676,070

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

8,400

491,400

Syngenta AG (Switzerland)

72,182

22,001,638

Taiwan Fertilizer Co. Ltd.

161,000

414,969

The Mosaic Co.

242,300

14,189,088

United Phosphorous Ltd.

66,056

197,668

Uralkali JSC GDR (Reg. S)

137,900

5,984,860

Yara International ASA

153,500

7,311,624

 

139,450,641

Specialty Chemicals - 0.1%

LyondellBasell Industries NV Class A

13,700

450,182

OMNOVA Solutions, Inc. (a)

113,301

501,923

 

952,105

TOTAL CHEMICALS

140,677,837

CONSTRUCTION & ENGINEERING - 1.4%

Construction & Engineering - 1.4%

Fluor Corp.

59,100

3,359,835

Foster Wheeler AG (a)

302,700

6,453,564

Shaw Group, Inc. (a)

36,300

844,338

 

10,657,737

CONTAINERS & PACKAGING - 0.4%

Paper Packaging - 0.4%

Greatview Aseptic Pack Co. Ltd.

2,810,000

1,043,465

Common Stocks - continued

Shares

Value

CONTAINERS & PACKAGING - CONTINUED

Paper Packaging - continued

Rock-Tenn Co. Class A

18,900

$ 1,118,691

Smurfit Kappa Group PLC (a)

98,000

678,247

 

2,840,403

DIVERSIFIED FINANCIAL SERVICES - 0.0%

Other Diversified Financial Services - 0.0%

Polymetal International PLC

1,350

19,974

ELECTRICAL EQUIPMENT - 0.4%

Electrical Components & Equipment - 0.4%

Regal-Beloit Corp.

59,202

3,145,402

ENERGY EQUIPMENT & SERVICES - 5.3%

Oil & Gas Drilling - 2.9%

Cathedral Energy Services Ltd.

96,370

647,719

Ensco International Ltd. ADR

16,700

829,322

Helmerich & Payne, Inc.

2,000

106,360

Nabors Industries Ltd. (a)

43,100

790,023

Noble Corp.

66,700

2,397,198

PHX Energy Services Corp.

3,600

37,017

Transocean Ltd. (United States)

212,800

12,161,520

Trinidad Drilling Ltd.

302,171

2,364,382

Tuscany International Drilling, Inc. (a)

415,000

283,092

Unit Corp. (a)

4,400

215,864

Vantage Drilling Co. (a)

2,135,982

2,904,936

 

22,737,433

Oil & Gas Equipment & Services - 2.4%

Aker Solutions ASA

67,800

788,500

Baker Hughes, Inc.

37,080

2,150,269

Cal Dive International, Inc. (a)

87,700

196,448

Cameron International Corp. (a)

700

34,398

Compagnie Generale de Geophysique SA (a)

81,600

1,783,169

Halliburton Co.

83,500

3,119,560

ION Geophysical Corp. (a)

1,237,600

9,430,512

McDermott International, Inc. (a)

17,500

192,150

Saipem SpA

18,781

842,109

Schlumberger Ltd.

700

51,429

 

18,588,544

TOTAL ENERGY EQUIPMENT & SERVICES

41,325,977

Common Stocks - continued

Shares

Value

FOOD PRODUCTS - 3.4%

Agricultural Products - 3.4%

Archer Daniels Midland Co.

502,800

$ 14,551,032

Bunge Ltd.

113,500

7,010,895

Chaoda Modern Agriculture (Holdings) Ltd.

2,320,000

328,493

China Agri-Industries Holding Ltd.

1,295,000

1,032,374

Corn Products International, Inc.

6,400

310,400

Cosan Ltd. Class A

66,400

796,800

Golden Agri-Resources Ltd.

1,700,000

869,958

PT Charoen Pokphand Indonesia Tbk

85,000

25,312

Suedzucker AG (Bearer)

1,100

32,265

Viterra, Inc.

9,900

101,895

Wilmar International Ltd.

273,000

1,178,344

 

26,237,768

MACHINERY - 1.6%

Construction & Farm Machinery & Heavy Trucks - 1.6%

Caterpillar, Inc.

2,800

264,488

Cummins, Inc.

11,200

1,113,616

Fiat Industrial SpA (a)

817,500

7,133,088

Jain Irrigation Systems Ltd.

1,197,816

3,052,091

Joy Global, Inc.

8,900

776,080

 

12,339,363

Industrial Machinery - 0.0%

Sandvik AB

32,000

442,485

TOTAL MACHINERY

12,781,848

METALS & MINING - 31.8%

Aluminum - 0.3%

Alcoa, Inc.

204,400

2,199,344

Diversified Metals & Mining - 13.7%

Anglo American PLC (United Kingdom)

276,251

10,189,260

Antofagasta PLC

1,100

20,644

BHP Billiton PLC

1,228,316

38,686,256

Copper Mountain Mining Corp. (a)

721,400

3,849,975

Eurasian Natural Resources Corp. PLC

31,500

333,332

First Quantum Minerals Ltd.

158,500

3,324,708

Freeport-McMoRan Copper & Gold, Inc.

209,500

8,434,470

Glencore International PLC (e)

5,300

37,333

Grupo Mexico SA de CV Series B

89,182

247,792

Iluka Resources Ltd.

10,483

174,293

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Diversified Metals & Mining - continued

Ivanhoe Australia Ltd. (a)

478,448

$ 532,063

Ivanhoe Mines Ltd. (a)

84,540

1,730,066

Kazakhmys PLC

116,700

1,740,704

Lynas Corp. Ltd. (a)

385,000

476,413

Major Drilling Group International, Inc.

3,600

48,140

Mitsubishi Materials Corp.

123,000

326,992

OJSC MMC Norilsk Nickel sponsored ADR

1,700

32,725

Rio Tinto PLC

382,987

20,723,044

Sterlite Industries (India) Ltd.

148,488

384,181

Sumitomo Metal Mining Co. Ltd.

101,000

1,390,494

Teck Resources Ltd. Class B (sub. vtg.)

118,800

4,762,249

Vedanta Resources PLC

3,500

71,935

Walter Energy, Inc.

22,800

1,724,820

Xstrata PLC

480,391

8,077,165

 

107,319,054

Gold - 11.0%

Agnico-Eagle Mines Ltd. (Canada)

109,400

4,745,404

AngloGold Ashanti Ltd. sponsored ADR

147,800

6,682,038

Barrick Gold Corp.

320,500

15,821,643

Centerra Gold, Inc.

33,200

658,105

Compania de Minas Buenaventura SA sponsored ADR

39,300

1,608,549

Eldorado Gold Corp.

117,400

2,205,850

Franco-Nevada Corp.

7,300

289,188

Gold Fields Ltd. sponsored ADR

167,100

2,912,553

Goldcorp, Inc.

325,700

15,846,366

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

2,081,105

IAMGOLD Corp.

85,100

1,829,456

Kingsgate Consolidated NL

309,515

2,440,465

Kinross Gold Corp.

482,005

6,870,934

Kinross Gold Corp. warrants 9/17/14 (a)

2,772

6,729

New Gold, Inc. (a)

38,800

480,694

Newcrest Mining Ltd.

212,457

7,509,335

Newmont Mining Corp.

132,000

8,821,560

Osisko Mining Corp. (a)

65,500

789,798

Randgold Resources Ltd. sponsored ADR

20,100

2,202,357

Yamana Gold, Inc.

137,700

2,055,451

 

85,857,580

Precious Metals & Minerals - 1.2%

African Minerals Ltd. (a)

521,600

3,705,563

Anglo Platinum Ltd.

11,100

803,447

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Precious Metals & Minerals - continued

Aquarius Platinum Ltd. (United Kingdom)

147,000

$ 439,714

Impala Platinum Holdings Ltd.

14,300

330,567

Lonmin PLC

10,422

182,356

Northam Platinum Ltd.

30,500

118,175

Pan American Silver Corp.

19,600

548,016

Silver Standard Resources, Inc. (a)

37,500

734,625

Silver Wheaton Corp.

73,400

2,534,411

 

9,396,874

Steel - 5.6%

Allegheny Technologies, Inc.

26,800

1,243,520

ArcelorMittal SA Class A unit (e)

166,200

3,445,326

BlueScope Steel Ltd.

338,804

296,424

China Steel Corp.

1,160,260

1,154,352

Cliffs Natural Resources, Inc.

31,300

2,135,286

Fortescue Metals Group Ltd.

706,010

3,546,514

Gerdau SA sponsored ADR

194,200

1,751,684

Hyundai Steel Co.

2,003

181,084

JFE Holdings, Inc.

41,600

791,856

Jindal Steel & Power Ltd.

91,751

1,051,587

JSW Steel Ltd.

14,016

187,130

Kobe Steel Ltd.

160,000

267,628

London Mining PLC (a)

75,300

386,604

Maanshan Iron & Steel Ltd. (H Shares)

4,285,000

1,275,767

Magnitogorsk Iron & Steel Works OJSC unit

47,700

295,502

Nippon Steel Corp.

196,000

511,080

Nucor Corp.

900

34,002

OneSteel Ltd.

396,960

504,893

POSCO

11,540

3,983,560

Reliance Steel & Aluminum Co.

19,000

839,610

Tata Steel Ltd.

53,417

526,019

Ternium SA sponsored ADR

10,900

267,486

Thyssenkrupp AG

69,200

1,997,197

United States Steel Corp. (e)

28,800

730,368

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

37,700

259,061

Vale SA (PN-A) sponsored ADR (e)

631,200

14,896,320

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Voestalpine AG

16,400

$ 567,399

Yamato Kogyo Co. Ltd.

9,100

230,210

 

43,357,469

TOTAL METALS & MINING

248,130,321

OIL, GAS & CONSUMABLE FUELS - 32.6%

Coal & Consumable Fuels - 1.9%

Alpha Natural Resources, Inc. (a)

280,237

6,736,897

Arch Coal, Inc.

10,800

196,776

Banpu PCL (For. Reg.)

8,950

181,688

Bumi PLC

12,573

149,627

China Coal Energy Co. Ltd. (H Shares)

61,000

75,977

CONSOL Energy, Inc.

2,200

94,072

Paladin Energy Ltd.:

(Australia) (a)

731,842

1,117,722

(Canada) (a)

271,500

424,878

Peabody Energy Corp.

108,800

4,718,656

Uranium One, Inc.

424,900

1,278,728

 

14,975,021

Integrated Oil & Gas - 22.3%

BG Group PLC

366,250

7,989,829

BP PLC

1,946,900

14,329,588

Cenovus Energy, Inc.

4,700

160,965

Chevron Corp.

215,100

22,596,255

China Petroleum & Chemical Corp. (H Shares)

359,000

339,517

ConocoPhillips

88,700

6,177,955

ENI SpA

248,427

5,492,003

Exxon Mobil Corp.

530,061

41,392,467

Gazprom OAO sponsored ADR

575,000

6,675,750

Hess Corp.

52,800

3,303,168

Imperial Oil Ltd.

600

24,846

InterOil Corp. (a)(e)

84,400

4,009,844

Lukoil Oil Co. sponsored ADR

39,900

2,302,230

Murphy Oil Corp.

14,500

802,865

Occidental Petroleum Corp.

90,000

8,364,600

Origin Energy Ltd.

121,659

1,833,505

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (e)

431,500

10,912,635

PTT PCL (For. Reg.)

3,100

30,539

Repsol YPF SA

60,117

1,821,991

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Royal Dutch Shell PLC Class A (United Kingdom)

673,450

$ 23,861,212

Suncor Energy, Inc.

208,432

6,638,628

Total SA

89,955

4,694,282

 

173,754,674

Oil & Gas Exploration & Production - 7.4%

Anadarko Petroleum Corp.

58,700

4,607,950

Apache Corp.

65,500

6,525,765

Cabot Oil & Gas Corp.

13,600

1,056,992

Cairn Energy PLC (a)

91,316

432,633

Canadian Natural Resources Ltd.

164,500

5,802,097

Chesapeake Energy Corp.

75,100

2,111,812

Cimarex Energy Co.

13,900

889,600

CNOOC Ltd.

120,000

226,843

CNOOC Ltd. sponsored ADR

16,000

3,017,760

Concho Resources, Inc. (a)

3,500

331,520

Denbury Resources, Inc. (a)

41,000

643,700

Devon Energy Corp.

17,100

1,110,645

Double Eagle Petroleum Co. (a)

94,370

838,006

Encana Corp.

1,000

21,688

EOG Resources, Inc.

3,600

321,948

EXCO Resources, Inc.

43,800

552,318

Gran Tierra Energy, Inc. (Canada) (a)

7,600

46,583

INPEX Corp.

23

151,867

Japan Petroleum Exploration Co. Ltd.

30,000

1,185,050

Marathon Oil Corp.

77,300

2,012,119

Newfield Exploration Co. (a)

13,700

551,562

Nexen, Inc.

70,200

1,192,242

Niko Resources Ltd.

39,100

2,150,628

Noble Energy, Inc.

16,000

1,429,440

Northern Oil & Gas, Inc. (a)(e)

227,900

5,508,343

NOVATEK OAO GDR

2,000

280,800

Oasis Petroleum, Inc. (a)

500

14,670

OGX Petroleo e Gas Participacoes SA (a)

155,900

1,289,180

Pacific Rubiales Energy Corp.

3,400

79,266

Painted Pony Petroleum Ltd. (a)(f)

15,000

183,428

Painted Pony Petroleum Ltd. Class A (a)

24,500

299,599

PetroBakken Energy Ltd. Class A (e)

7,748

70,574

Petrobank Energy & Resources Ltd.

83,900

754,961

Petrominerales Ltd.

16,526

436,007

Pioneer Natural Resources Co.

11,500

964,850

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

PTT Exploration and Production PCL (For. Reg.)

6,500

$ 33,691

QEP Resources, Inc.

31,600

1,123,380

Santos Ltd.

19,000

256,631

Southwestern Energy Co. (a)

40,600

1,706,824

Stone Energy Corp. (a)

12,900

313,341

Talisman Energy, Inc.

410,100

5,817,138

Tullow Oil PLC

1,600

36,101

Ultra Petroleum Corp. (a)

15,900

506,574

Whiting Petroleum Corp. (a)

12,500

581,875

Woodside Petroleum Ltd.

14,001

533,168

 

58,001,169

Oil & Gas Refining & Marketing - 0.9%

CVR Energy, Inc. (a)

21,200

524,912

Marathon Petroleum Corp.

95,700

3,435,630

Tesoro Corp. (a)

600

15,564

Valero Energy Corp.

110,900

2,728,140

Western Refining, Inc. (a)(e)

600

9,588

 

6,713,834

Oil & Gas Storage & Transport - 0.1%

Atlas Pipeline Partners, LP

22,600

786,480

TOTAL OIL, GAS & CONSUMABLE FUELS

254,231,178

PAPER & FOREST PRODUCTS - 1.5%

Forest Products - 0.1%

China Forestry Holdings Co. Ltd. (a)

3,302,000

626,924

Duratex SA

39,000

211,216

 

838,140

Paper Products - 1.4%

Empresas CMPC SA

848,910

3,534,599

Fibria Celulose SA sponsored ADR (e)

149,889

1,329,515

International Paper Co.

2,300

63,710

MeadWestvaco Corp.

1,000

27,910

Nine Dragons Paper (Holdings) Ltd.

854,000

581,353

Nippon Paper Group, Inc. (e)

34,400

788,501

Oji Paper Co. Ltd.

110,000

544,158

Sappi Ltd. (a)

24,704

72,528

Stora Enso Oyj (R Shares)

298,300

1,898,134

Suzano Papel e Celulose SA

38,725

189,430

Common Stocks - continued

Shares

Value

PAPER & FOREST PRODUCTS - CONTINUED

Paper Products - continued

Svenska Cellulosa AB (SCA) (B Shares)

41,900

$ 612,476

UPM-Kymmene Corp.

130,200

1,527,958

 

11,170,272

TOTAL PAPER & FOREST PRODUCTS

12,008,412

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Weyerhaeuser Co.

1,685

30,296

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

95,500

2,225,649

TRADING COMPANIES & DISTRIBUTORS - 2.0%

Trading Companies & Distributors - 2.0%

Marubeni Corp.

448,000

2,607,949

Mitsubishi Corp.

276,900

5,695,721

Noble Group Ltd.

6,162,090

7,521,210

 

15,824,880

TOTAL COMMON STOCKS

(Cost $788,765,973)

770,137,682

Convertible Bonds - 0.0%

 

Principal Amount (d)

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA 4.5% 12/16/13
(Cost $377,129)

BRL

572,000

316,612

Money Market Funds - 4.7%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

2,670,024

$ 2,670,024

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

33,626,672

33,626,672

TOTAL MONEY MARKET FUNDS

(Cost $36,296,696)

36,296,696

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $825,439,798)

806,750,990

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(26,283,091)

NET ASSETS - 100%

$ 780,467,899

Currency Abbreviations

BRL

-

Brazilian real

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $183,428 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

$ 15,302

Fidelity Securities Lending Cash Central Fund

351,340

Total

$ 366,642

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Common Stocks

$ 770,137,682

$ 573,040,015

$ 196,142,250

$ 955,417

Convertible Bonds

316,612

-

-

316,612

Money Market Funds

36,296,696

36,296,696

-

-

Total Investments in Securities:

$ 806,750,990

$ 609,336,711

$ 196,142,250

$ 1,272,029

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)

(399,873)

Total Unrealized Gain (Loss)

(2,251,071)

Cost of Purchases

3,323,106

Proceeds of Sales

(353,517)

Amortization/Accretion

-

Transfers in to Level 3

953,384

Transfers out of Level 3

-

Ending Balance

$ 1,272,029

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (2,251,071)

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.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

33.0%

Canada

18.5%

United Kingdom

16.4%

Switzerland

5.5%

Brazil

3.9%

Australia

2.8%

Bermuda

2.7%

Japan

2.1%

Russia

2.0%

Italy

1.7%

South Africa

1.6%

Germany

1.4%

Norway

1.0%

Others (Individually Less Than 1%)

7.4%

 

100.0%

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $6,966,394 all of which will expire in fiscal 2019. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $31,452,952) - See accompanying schedule:

Unaffiliated issuers (cost $789,143,102)

$ 770,454,294

 

Fidelity Central Funds (cost $36,296,696)

36,296,696

 

Total Investments (cost $825,439,798)

 

$ 806,750,990

Foreign currency held at value (cost $4,098,833)

3,857,396

Receivable for investments sold

13,143,082

Receivable for fund shares sold

1,319,439

Dividends receivable

819,567

Interest receivable

13,133

Distributions receivable from Fidelity Central Funds

26,123

Prepaid expenses

4,397

Other receivables

22,094

Total assets

825,956,221

 

 

 

Liabilities

Payable for investments purchased

$ 8,978,037

Payable for fund shares redeemed

2,105,156

Accrued management fee

436,053

Distribution and service plan fees payable

65,847

Other affiliated payables

214,270

Other payables and accrued expenses

62,287

Collateral on securities loaned, at value

33,626,672

Total liabilities

45,488,322

 

 

 

Net Assets

$ 780,467,899

Net Assets consist of:

 

Paid in capital

$ 809,500,953

Undistributed net investment income

2,852,890

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(12,954,172)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(18,931,772)

Net Assets

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($127,978,760 ÷ 8,452,805 shares)

$ 15.14

 

 

 

Maximum offering price per share (100/94.25 of $15.14)

$ 16.06

Class T:
Net Asset Value
and redemption price per share ($20,831,272 ÷ 1,380,984 shares)

$ 15.08

 

 

 

Maximum offering price per share (100/96.50 of $15.08)

$ 15.63

Class B:
Net Asset Value
and offering price per share ($4,323,549 ÷ 288,202 shares)A

$ 15.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($37,184,669 ÷ 2,486,493 shares)A

$ 14.95

 

 

 

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($531,224,376 ÷ 34,921,133 shares)

$ 15.21

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,925,273 ÷ 3,872,564 shares)

$ 15.22

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 16,946,155

Interest

 

5,904

Income from Fidelity Central Funds

 

366,642

Income before foreign taxes withheld

 

17,318,701

Less foreign taxes withheld

 

(1,108,723)

Total income

 

16,209,978

 

 

 

Expenses

Management fee

$ 5,689,907

Transfer agent fees

2,134,136

Distribution and service plan fees

777,366

Accounting and security lending fees

389,213

Custodian fees and expenses

182,573

Independent trustees' compensation

4,268

Registration fees

153,780

Audit

61,648

Legal

2,692

Interest

2,456

Miscellaneous

5,236

Total expenses before reductions

9,403,275

Expense reductions

(62,747)

9,340,528

Net investment income (loss)

6,869,450

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $8,021)

(6,689,458)

Foreign currency transactions

(208,574)

Total net realized gain (loss)

 

(6,898,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $77,622)

(67,470,576)

Assets and liabilities in foreign currencies

(249,333)

Total change in net unrealized appreciation (depreciation)

 

(67,719,909)

Net gain (loss)

(74,617,941)

Net increase (decrease) in net assets resulting from operations

$ (67,748,491)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,869,450

$ 5,290,077

Net realized gain (loss)

(6,898,032)

(2,643,429)

Change in net unrealized appreciation (depreciation)

(67,719,909)

40,356,160

Net increase (decrease) in net assets resulting
from operations

(67,748,491)

43,002,808

Distributions to shareholders from net investment income

(5,045,313)

(188,424)

Distributions to shareholders from net realized gain

(2,104,800)

(1,358,291)

Total distributions

(7,150,113)

(1,546,715)

Share transactions - net increase (decrease)

418,528,912

198,095,255

Redemption fees

94,436

48,090

Total increase (decrease) in net assets

343,724,744

239,599,438

 

 

 

Net Assets

Beginning of period

436,743,155

197,143,717

End of period (including undistributed net investment income of $2,852,890 and undistributed net investment income of $4,074,073, respectively)

$ 780,467,899

$ 436,743,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.38)

  2.20

  3.29

Total from investment operations

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  - K

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.29

Total from investment operations

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.10)

  -

  -

Distributions from net realized gain

  (.06)

  (.07)

  -

Total distributions

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  2.28

  3.21

Distributions from net realized gain

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.05)

  -

  -

Distributions from net realized gain

  (.06)

  (.04)

  -

Total distributions

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.39)

  2.21

  3.29

Total from investment operations

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.38)

  2.21

  3.29

Total from investment operations

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity® Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Global Commodity Stock 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - 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 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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), 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

$ 64,157,893

Gross unrealized depreciation

(89,393,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (25,235,315)

 

 

Tax Cost

$ 831,986,305

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,411,620

Capital loss carryforward

$ (6,966,394)

Net unrealized appreciation (depreciation)

$ (25,483,446)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,112,665

$ 1,546,715

Long-Term Capital Gains

2,037,448

-

Total

$ 7,150,113

$ 1,546,715

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.

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $977,644,235 and $565,928,394, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual 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:

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 294,482

$ 11,535

Class T

.25%

.25%

97,025

1

Class B

.75%

.25%

48,554

36,421

Class C

.75%

.25%

337,305

182,256

 

 

 

$ 777,366

$ 230,213

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% to 1% for Class B, 1% 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

$ 203,267

Class T

23,029

Class B*

73,574

Class C*

12,313

 

$ 312,183

* 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:

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 306,688

.26

Class T

56,044

.29

Class B

14,667

.30

Class C

96,930

.29

Global Commodity Stock

1,516,249

.27

Institutional Class

143,558

.23

 

$ 2,134,136

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $20,462 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 5,072,574

.35%

$ 2,323

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $2,313 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

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 $351,340. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $2,705,000. The weighted average interest rate was .59%. The interest expense amounted to $133 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $62,747 for the period.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 597,144

$ 7,432

Class T

82,038

-

Class C

56,214

-

Global Commodity Stock

3,895,270

168,019

Institutional Class

414,647

12,973

Total

$ 5,045,313

$ 188,424

From net realized gain

 

 

Class A

$ 275,211

$ 143,058

Class T

52,381

30,137

Class B

16,866

9,302

Class C

68,717

20,828

Global Commodity Stock

1,532,256

1,078,126

Institutional Class

159,369

76,840

Total

$ 2,104,800

$ 1,358,291

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

7,297,574

3,636,511

$ 124,882,197

$ 52,113,230

Reinvestment of distributions

39,060

8,310

643,900

119,911

Shares redeemed

(2,752,883)

(957,806)

(44,565,640)

(13,354,681)

Net increase (decrease)

4,583,751

2,687,015

$ 80,960,457

$ 38,878,460

Class T

 

 

 

 

Shares sold

866,549

635,625

$ 14,740,169

$ 9,055,849

Reinvestment of distributions

7,294

2,006

120,226

28,921

Shares redeemed

(249,100)

(233,090)

(4,030,489)

(3,190,490)

Net increase (decrease)

624,743

404,541

$ 10,829,906

$ 5,894,280

Class B

 

 

 

 

Shares sold

82,231

275,613

$ 1,397,980

$ 3,943,173

Reinvestment of distributions

917

543

14,988

7,824

Shares redeemed

(76,244)

(200,985)

(1,237,701)

(2,763,660)

Net increase (decrease)

6,904

75,171

$ 175,267

$ 1,187,337

Annual Report

Notes to Financial Statements - continued

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

2,215,036

869,321

$ 37,885,797

$ 12,506,411

Reinvestment of distributions

6,435

1,339

105,874

19,266

Shares redeemed

(662,765)

(305,685)

(10,246,197)

(4,197,936)

Net increase (decrease)

1,558,706

564,975

$ 27,745,474

$ 8,327,741

Global Commodity Stock

 

 

 

 

Shares sold

32,339,719

19,122,952

$ 553,926,075

$ 278,892,729

Reinvestment of distributions

293,921

81,765

4,855,462

1,181,498

Shares redeemed

(17,519,084)

(11,379,620)

(288,860,403)

(158,960,668)

Net increase (decrease)

15,114,556

7,825,097

$ 269,921,134

$ 121,113,559

Institutional Class

 

 

 

 

Shares sold

4,225,113

1,969,025

$ 72,109,877

$ 28,672,948

Reinvestment of distributions

16,850

2,588

278,352

37,397

Shares redeemed

(2,651,317)

(426,975)

(43,491,555)

(6,016,467)

Net increase (decrease)

1,590,646

1,544,638

$ 28,896,674

$ 22,693,878

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Global Commodity Stock Fund

12/12/11

12/09/11

$0.084

$0.014

The fund designates 99% and 54% of the dividends distributed on December 10th and December 30th, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity Global Commodity Stock Fund

12/13/10

$0.063

$0.0095

 

12/31/10

$0.010

-

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a third-party-sponsored index that reflects the market sector in which the fund invests. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

dif30625

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 30% means that 70% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Global Commodity Stock Fund

dif30627

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management &
Research (U.K.) Inc.

FIL Investments (Japan) Limited

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

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®)(automated service graphic) 1-800-544-5555

(automated service graphic) Automated line for quickest service

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

GCS-UANN-1211
1.879379.102

(Fidelity Logo)

Fidelity Advisor®

Global Commodity Stock

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Global Commodity
Stock Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-7.45%

15.40%

  Class T (incl. 3.50% sales charge)

-5.52%

16.13%

  Class B (incl. contingent deferred sales charge) B

-7.47%

16.23%

  Class C (incl. contingent deferred sales charge) C

-3.55%

17.14%

A From March 25, 2009.

B Class B shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Commodity Stock Fund - Class A on March 25, 2009, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

dif30641

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from S. Joseph Wickwire II, Portfolio Manager of Fidelity Advisor® Global Commodity Stock Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -1.80%, -2.09%, -2.62% and -2.58%, respectively (excluding sales charges), lagging the -1.10% result of the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. Stock picking in coal/consumable fuels and oil/gas exploration and production (E&P) detracted, as did positioning in integrated oil/gas. Detractors included coal-producer Alpha Natural Resources and Australian uranium company Paladin Energy. Underweightings in integrated oil/gas companies ConocoPhillips and Royal Dutch Shell and overweightings in E&P companies Niko Resources and Petrobank Energy & Resources also hurt. Conversely, the fund benefited from an overweighting in the outperforming gold group, including Barrick Gold and Newmont Mining. Oil/gas equipment and services stocks, such as ION Geophysical, Halliburton and C&J Energy Services also helped, as did oil/gas refining and marketing names CVR Energy, Frontier Oil, Tesoro, Holly and Valero Energy. Frontier Oil and Holly merged during the period. Several of the stocks I've mentioned were not in the index or were sold by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 821.50

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Class T

1.60%

 

 

 

Actual

 

$ 1,000.00

$ 820.00

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.13

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.90

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.80

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 822.20

$ 4.87

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.40

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 822.70

$ 4.69

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.3

4.9

BHP Billiton PLC

5.0

5.1

Potash Corp. of Saskatchewan, Inc.

4.1

3.8

Royal Dutch Shell PLC Class A (United Kingdom)

3.1

2.8

Chevron Corp.

2.9

2.4

Syngenta AG (Switzerland)

2.8

2.3

Rio Tinto PLC

2.7

3.1

Monsanto Co.

2.6

1.7

Goldcorp, Inc.

2.0

1.2

Barrick Gold Corp.

2.0

1.3

 

32.5

Top Sectors (% of fund's net assets)

As of October 31, 2011

dif30470

Energy 37.9%

 

dif30476

Metals 31.8%

 

dif30482

Agriculture 22.8%

 

dif30613

Other 6.2%

 

dif30488

Short-Term
Investments and
Net Other Assets 1.3%

 

dif30648

As of April 30, 2011

dif30470

Energy 36.2%

 

dif30476

Metals 34.3%

 

dif30482

Agriculture 23.8%

 

dif30613

Other 5.2%

 

dif30488

Short-Term
Investments and
Net Other Assets 0.5%

 

dif30655

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CHEMICALS - 18.0%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

26,500

$ 236,111

Grasim Industries Ltd.

734

38,980

 

275,091

Fertilizers & Agricultural Chemicals - 17.9%

Agrium, Inc.

121,200

9,991,690

CF Industries Holdings, Inc.

58,772

9,536,932

China Bluechemical Ltd. (H shares)

1,122,000

879,234

Incitec Pivot Ltd.

411,186

1,489,514

Israel Chemicals Ltd.

443,600

5,337,885

Israel Corp. Ltd. (Class A)

1,000

736,552

K&S AG

129,907

8,268,903

Monsanto Co.

278,300

20,246,325

Potash Corp. of Saskatchewan, Inc.

669,700

31,696,289

Sinofert Holdings Ltd.

2,060,000

676,070

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

8,400

491,400

Syngenta AG (Switzerland)

72,182

22,001,638

Taiwan Fertilizer Co. Ltd.

161,000

414,969

The Mosaic Co.

242,300

14,189,088

United Phosphorous Ltd.

66,056

197,668

Uralkali JSC GDR (Reg. S)

137,900

5,984,860

Yara International ASA

153,500

7,311,624

 

139,450,641

Specialty Chemicals - 0.1%

LyondellBasell Industries NV Class A

13,700

450,182

OMNOVA Solutions, Inc. (a)

113,301

501,923

 

952,105

TOTAL CHEMICALS

140,677,837

CONSTRUCTION & ENGINEERING - 1.4%

Construction & Engineering - 1.4%

Fluor Corp.

59,100

3,359,835

Foster Wheeler AG (a)

302,700

6,453,564

Shaw Group, Inc. (a)

36,300

844,338

 

10,657,737

CONTAINERS & PACKAGING - 0.4%

Paper Packaging - 0.4%

Greatview Aseptic Pack Co. Ltd.

2,810,000

1,043,465

Common Stocks - continued

Shares

Value

CONTAINERS & PACKAGING - CONTINUED

Paper Packaging - continued

Rock-Tenn Co. Class A

18,900

$ 1,118,691

Smurfit Kappa Group PLC (a)

98,000

678,247

 

2,840,403

DIVERSIFIED FINANCIAL SERVICES - 0.0%

Other Diversified Financial Services - 0.0%

Polymetal International PLC

1,350

19,974

ELECTRICAL EQUIPMENT - 0.4%

Electrical Components & Equipment - 0.4%

Regal-Beloit Corp.

59,202

3,145,402

ENERGY EQUIPMENT & SERVICES - 5.3%

Oil & Gas Drilling - 2.9%

Cathedral Energy Services Ltd.

96,370

647,719

Ensco International Ltd. ADR

16,700

829,322

Helmerich & Payne, Inc.

2,000

106,360

Nabors Industries Ltd. (a)

43,100

790,023

Noble Corp.

66,700

2,397,198

PHX Energy Services Corp.

3,600

37,017

Transocean Ltd. (United States)

212,800

12,161,520

Trinidad Drilling Ltd.

302,171

2,364,382

Tuscany International Drilling, Inc. (a)

415,000

283,092

Unit Corp. (a)

4,400

215,864

Vantage Drilling Co. (a)

2,135,982

2,904,936

 

22,737,433

Oil & Gas Equipment & Services - 2.4%

Aker Solutions ASA

67,800

788,500

Baker Hughes, Inc.

37,080

2,150,269

Cal Dive International, Inc. (a)

87,700

196,448

Cameron International Corp. (a)

700

34,398

Compagnie Generale de Geophysique SA (a)

81,600

1,783,169

Halliburton Co.

83,500

3,119,560

ION Geophysical Corp. (a)

1,237,600

9,430,512

McDermott International, Inc. (a)

17,500

192,150

Saipem SpA

18,781

842,109

Schlumberger Ltd.

700

51,429

 

18,588,544

TOTAL ENERGY EQUIPMENT & SERVICES

41,325,977

Common Stocks - continued

Shares

Value

FOOD PRODUCTS - 3.4%

Agricultural Products - 3.4%

Archer Daniels Midland Co.

502,800

$ 14,551,032

Bunge Ltd.

113,500

7,010,895

Chaoda Modern Agriculture (Holdings) Ltd.

2,320,000

328,493

China Agri-Industries Holding Ltd.

1,295,000

1,032,374

Corn Products International, Inc.

6,400

310,400

Cosan Ltd. Class A

66,400

796,800

Golden Agri-Resources Ltd.

1,700,000

869,958

PT Charoen Pokphand Indonesia Tbk

85,000

25,312

Suedzucker AG (Bearer)

1,100

32,265

Viterra, Inc.

9,900

101,895

Wilmar International Ltd.

273,000

1,178,344

 

26,237,768

MACHINERY - 1.6%

Construction & Farm Machinery & Heavy Trucks - 1.6%

Caterpillar, Inc.

2,800

264,488

Cummins, Inc.

11,200

1,113,616

Fiat Industrial SpA (a)

817,500

7,133,088

Jain Irrigation Systems Ltd.

1,197,816

3,052,091

Joy Global, Inc.

8,900

776,080

 

12,339,363

Industrial Machinery - 0.0%

Sandvik AB

32,000

442,485

TOTAL MACHINERY

12,781,848

METALS & MINING - 31.8%

Aluminum - 0.3%

Alcoa, Inc.

204,400

2,199,344

Diversified Metals & Mining - 13.7%

Anglo American PLC (United Kingdom)

276,251

10,189,260

Antofagasta PLC

1,100

20,644

BHP Billiton PLC

1,228,316

38,686,256

Copper Mountain Mining Corp. (a)

721,400

3,849,975

Eurasian Natural Resources Corp. PLC

31,500

333,332

First Quantum Minerals Ltd.

158,500

3,324,708

Freeport-McMoRan Copper & Gold, Inc.

209,500

8,434,470

Glencore International PLC (e)

5,300

37,333

Grupo Mexico SA de CV Series B

89,182

247,792

Iluka Resources Ltd.

10,483

174,293

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Diversified Metals & Mining - continued

Ivanhoe Australia Ltd. (a)

478,448

$ 532,063

Ivanhoe Mines Ltd. (a)

84,540

1,730,066

Kazakhmys PLC

116,700

1,740,704

Lynas Corp. Ltd. (a)

385,000

476,413

Major Drilling Group International, Inc.

3,600

48,140

Mitsubishi Materials Corp.

123,000

326,992

OJSC MMC Norilsk Nickel sponsored ADR

1,700

32,725

Rio Tinto PLC

382,987

20,723,044

Sterlite Industries (India) Ltd.

148,488

384,181

Sumitomo Metal Mining Co. Ltd.

101,000

1,390,494

Teck Resources Ltd. Class B (sub. vtg.)

118,800

4,762,249

Vedanta Resources PLC

3,500

71,935

Walter Energy, Inc.

22,800

1,724,820

Xstrata PLC

480,391

8,077,165

 

107,319,054

Gold - 11.0%

Agnico-Eagle Mines Ltd. (Canada)

109,400

4,745,404

AngloGold Ashanti Ltd. sponsored ADR

147,800

6,682,038

Barrick Gold Corp.

320,500

15,821,643

Centerra Gold, Inc.

33,200

658,105

Compania de Minas Buenaventura SA sponsored ADR

39,300

1,608,549

Eldorado Gold Corp.

117,400

2,205,850

Franco-Nevada Corp.

7,300

289,188

Gold Fields Ltd. sponsored ADR

167,100

2,912,553

Goldcorp, Inc.

325,700

15,846,366

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

2,081,105

IAMGOLD Corp.

85,100

1,829,456

Kingsgate Consolidated NL

309,515

2,440,465

Kinross Gold Corp.

482,005

6,870,934

Kinross Gold Corp. warrants 9/17/14 (a)

2,772

6,729

New Gold, Inc. (a)

38,800

480,694

Newcrest Mining Ltd.

212,457

7,509,335

Newmont Mining Corp.

132,000

8,821,560

Osisko Mining Corp. (a)

65,500

789,798

Randgold Resources Ltd. sponsored ADR

20,100

2,202,357

Yamana Gold, Inc.

137,700

2,055,451

 

85,857,580

Precious Metals & Minerals - 1.2%

African Minerals Ltd. (a)

521,600

3,705,563

Anglo Platinum Ltd.

11,100

803,447

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Precious Metals & Minerals - continued

Aquarius Platinum Ltd. (United Kingdom)

147,000

$ 439,714

Impala Platinum Holdings Ltd.

14,300

330,567

Lonmin PLC

10,422

182,356

Northam Platinum Ltd.

30,500

118,175

Pan American Silver Corp.

19,600

548,016

Silver Standard Resources, Inc. (a)

37,500

734,625

Silver Wheaton Corp.

73,400

2,534,411

 

9,396,874

Steel - 5.6%

Allegheny Technologies, Inc.

26,800

1,243,520

ArcelorMittal SA Class A unit (e)

166,200

3,445,326

BlueScope Steel Ltd.

338,804

296,424

China Steel Corp.

1,160,260

1,154,352

Cliffs Natural Resources, Inc.

31,300

2,135,286

Fortescue Metals Group Ltd.

706,010

3,546,514

Gerdau SA sponsored ADR

194,200

1,751,684

Hyundai Steel Co.

2,003

181,084

JFE Holdings, Inc.

41,600

791,856

Jindal Steel & Power Ltd.

91,751

1,051,587

JSW Steel Ltd.

14,016

187,130

Kobe Steel Ltd.

160,000

267,628

London Mining PLC (a)

75,300

386,604

Maanshan Iron & Steel Ltd. (H Shares)

4,285,000

1,275,767

Magnitogorsk Iron & Steel Works OJSC unit

47,700

295,502

Nippon Steel Corp.

196,000

511,080

Nucor Corp.

900

34,002

OneSteel Ltd.

396,960

504,893

POSCO

11,540

3,983,560

Reliance Steel & Aluminum Co.

19,000

839,610

Tata Steel Ltd.

53,417

526,019

Ternium SA sponsored ADR

10,900

267,486

Thyssenkrupp AG

69,200

1,997,197

United States Steel Corp. (e)

28,800

730,368

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

37,700

259,061

Vale SA (PN-A) sponsored ADR (e)

631,200

14,896,320

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Voestalpine AG

16,400

$ 567,399

Yamato Kogyo Co. Ltd.

9,100

230,210

 

43,357,469

TOTAL METALS & MINING

248,130,321

OIL, GAS & CONSUMABLE FUELS - 32.6%

Coal & Consumable Fuels - 1.9%

Alpha Natural Resources, Inc. (a)

280,237

6,736,897

Arch Coal, Inc.

10,800

196,776

Banpu PCL (For. Reg.)

8,950

181,688

Bumi PLC

12,573

149,627

China Coal Energy Co. Ltd. (H Shares)

61,000

75,977

CONSOL Energy, Inc.

2,200

94,072

Paladin Energy Ltd.:

(Australia) (a)

731,842

1,117,722

(Canada) (a)

271,500

424,878

Peabody Energy Corp.

108,800

4,718,656

Uranium One, Inc.

424,900

1,278,728

 

14,975,021

Integrated Oil & Gas - 22.3%

BG Group PLC

366,250

7,989,829

BP PLC

1,946,900

14,329,588

Cenovus Energy, Inc.

4,700

160,965

Chevron Corp.

215,100

22,596,255

China Petroleum & Chemical Corp. (H Shares)

359,000

339,517

ConocoPhillips

88,700

6,177,955

ENI SpA

248,427

5,492,003

Exxon Mobil Corp.

530,061

41,392,467

Gazprom OAO sponsored ADR

575,000

6,675,750

Hess Corp.

52,800

3,303,168

Imperial Oil Ltd.

600

24,846

InterOil Corp. (a)(e)

84,400

4,009,844

Lukoil Oil Co. sponsored ADR

39,900

2,302,230

Murphy Oil Corp.

14,500

802,865

Occidental Petroleum Corp.

90,000

8,364,600

Origin Energy Ltd.

121,659

1,833,505

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (e)

431,500

10,912,635

PTT PCL (For. Reg.)

3,100

30,539

Repsol YPF SA

60,117

1,821,991

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Royal Dutch Shell PLC Class A (United Kingdom)

673,450

$ 23,861,212

Suncor Energy, Inc.

208,432

6,638,628

Total SA

89,955

4,694,282

 

173,754,674

Oil & Gas Exploration & Production - 7.4%

Anadarko Petroleum Corp.

58,700

4,607,950

Apache Corp.

65,500

6,525,765

Cabot Oil & Gas Corp.

13,600

1,056,992

Cairn Energy PLC (a)

91,316

432,633

Canadian Natural Resources Ltd.

164,500

5,802,097

Chesapeake Energy Corp.

75,100

2,111,812

Cimarex Energy Co.

13,900

889,600

CNOOC Ltd.

120,000

226,843

CNOOC Ltd. sponsored ADR

16,000

3,017,760

Concho Resources, Inc. (a)

3,500

331,520

Denbury Resources, Inc. (a)

41,000

643,700

Devon Energy Corp.

17,100

1,110,645

Double Eagle Petroleum Co. (a)

94,370

838,006

Encana Corp.

1,000

21,688

EOG Resources, Inc.

3,600

321,948

EXCO Resources, Inc.

43,800

552,318

Gran Tierra Energy, Inc. (Canada) (a)

7,600

46,583

INPEX Corp.

23

151,867

Japan Petroleum Exploration Co. Ltd.

30,000

1,185,050

Marathon Oil Corp.

77,300

2,012,119

Newfield Exploration Co. (a)

13,700

551,562

Nexen, Inc.

70,200

1,192,242

Niko Resources Ltd.

39,100

2,150,628

Noble Energy, Inc.

16,000

1,429,440

Northern Oil & Gas, Inc. (a)(e)

227,900

5,508,343

NOVATEK OAO GDR

2,000

280,800

Oasis Petroleum, Inc. (a)

500

14,670

OGX Petroleo e Gas Participacoes SA (a)

155,900

1,289,180

Pacific Rubiales Energy Corp.

3,400

79,266

Painted Pony Petroleum Ltd. (a)(f)

15,000

183,428

Painted Pony Petroleum Ltd. Class A (a)

24,500

299,599

PetroBakken Energy Ltd. Class A (e)

7,748

70,574

Petrobank Energy & Resources Ltd.

83,900

754,961

Petrominerales Ltd.

16,526

436,007

Pioneer Natural Resources Co.

11,500

964,850

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

PTT Exploration and Production PCL (For. Reg.)

6,500

$ 33,691

QEP Resources, Inc.

31,600

1,123,380

Santos Ltd.

19,000

256,631

Southwestern Energy Co. (a)

40,600

1,706,824

Stone Energy Corp. (a)

12,900

313,341

Talisman Energy, Inc.

410,100

5,817,138

Tullow Oil PLC

1,600

36,101

Ultra Petroleum Corp. (a)

15,900

506,574

Whiting Petroleum Corp. (a)

12,500

581,875

Woodside Petroleum Ltd.

14,001

533,168

 

58,001,169

Oil & Gas Refining & Marketing - 0.9%

CVR Energy, Inc. (a)

21,200

524,912

Marathon Petroleum Corp.

95,700

3,435,630

Tesoro Corp. (a)

600

15,564

Valero Energy Corp.

110,900

2,728,140

Western Refining, Inc. (a)(e)

600

9,588

 

6,713,834

Oil & Gas Storage & Transport - 0.1%

Atlas Pipeline Partners, LP

22,600

786,480

TOTAL OIL, GAS & CONSUMABLE FUELS

254,231,178

PAPER & FOREST PRODUCTS - 1.5%

Forest Products - 0.1%

China Forestry Holdings Co. Ltd. (a)

3,302,000

626,924

Duratex SA

39,000

211,216

 

838,140

Paper Products - 1.4%

Empresas CMPC SA

848,910

3,534,599

Fibria Celulose SA sponsored ADR (e)

149,889

1,329,515

International Paper Co.

2,300

63,710

MeadWestvaco Corp.

1,000

27,910

Nine Dragons Paper (Holdings) Ltd.

854,000

581,353

Nippon Paper Group, Inc. (e)

34,400

788,501

Oji Paper Co. Ltd.

110,000

544,158

Sappi Ltd. (a)

24,704

72,528

Stora Enso Oyj (R Shares)

298,300

1,898,134

Suzano Papel e Celulose SA

38,725

189,430

Common Stocks - continued

Shares

Value

PAPER & FOREST PRODUCTS - CONTINUED

Paper Products - continued

Svenska Cellulosa AB (SCA) (B Shares)

41,900

$ 612,476

UPM-Kymmene Corp.

130,200

1,527,958

 

11,170,272

TOTAL PAPER & FOREST PRODUCTS

12,008,412

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Weyerhaeuser Co.

1,685

30,296

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

95,500

2,225,649

TRADING COMPANIES & DISTRIBUTORS - 2.0%

Trading Companies & Distributors - 2.0%

Marubeni Corp.

448,000

2,607,949

Mitsubishi Corp.

276,900

5,695,721

Noble Group Ltd.

6,162,090

7,521,210

 

15,824,880

TOTAL COMMON STOCKS

(Cost $788,765,973)

770,137,682

Convertible Bonds - 0.0%

 

Principal Amount (d)

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA 4.5% 12/16/13
(Cost $377,129)

BRL

572,000

316,612

Money Market Funds - 4.7%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

2,670,024

$ 2,670,024

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

33,626,672

33,626,672

TOTAL MONEY MARKET FUNDS

(Cost $36,296,696)

36,296,696

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $825,439,798)

806,750,990

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(26,283,091)

NET ASSETS - 100%

$ 780,467,899

Currency Abbreviations

BRL

-

Brazilian real

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $183,428 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

$ 15,302

Fidelity Securities Lending Cash Central Fund

351,340

Total

$ 366,642

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Common Stocks

$ 770,137,682

$ 573,040,015

$ 196,142,250

$ 955,417

Convertible Bonds

316,612

-

-

316,612

Money Market Funds

36,296,696

36,296,696

-

-

Total Investments in Securities:

$ 806,750,990

$ 609,336,711

$ 196,142,250

$ 1,272,029

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)

(399,873)

Total Unrealized Gain (Loss)

(2,251,071)

Cost of Purchases

3,323,106

Proceeds of Sales

(353,517)

Amortization/Accretion

-

Transfers in to Level 3

953,384

Transfers out of Level 3

-

Ending Balance

$ 1,272,029

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (2,251,071)

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.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

33.0%

Canada

18.5%

United Kingdom

16.4%

Switzerland

5.5%

Brazil

3.9%

Australia

2.8%

Bermuda

2.7%

Japan

2.1%

Russia

2.0%

Italy

1.7%

South Africa

1.6%

Germany

1.4%

Norway

1.0%

Others (Individually Less Than 1%)

7.4%

 

100.0%

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $6,966,394 all of which will expire in fiscal 2019. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $31,452,952) - See accompanying schedule:

Unaffiliated issuers (cost $789,143,102)

$ 770,454,294

 

Fidelity Central Funds (cost $36,296,696)

36,296,696

 

Total Investments (cost $825,439,798)

 

$ 806,750,990

Foreign currency held at value (cost $4,098,833)

3,857,396

Receivable for investments sold

13,143,082

Receivable for fund shares sold

1,319,439

Dividends receivable

819,567

Interest receivable

13,133

Distributions receivable from Fidelity Central Funds

26,123

Prepaid expenses

4,397

Other receivables

22,094

Total assets

825,956,221

 

 

 

Liabilities

Payable for investments purchased

$ 8,978,037

Payable for fund shares redeemed

2,105,156

Accrued management fee

436,053

Distribution and service plan fees payable

65,847

Other affiliated payables

214,270

Other payables and accrued expenses

62,287

Collateral on securities loaned, at value

33,626,672

Total liabilities

45,488,322

 

 

 

Net Assets

$ 780,467,899

Net Assets consist of:

 

Paid in capital

$ 809,500,953

Undistributed net investment income

2,852,890

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(12,954,172)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(18,931,772)

Net Assets

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($127,978,760 ÷ 8,452,805 shares)

$ 15.14

 

 

 

Maximum offering price per share (100/94.25 of $15.14)

$ 16.06

Class T:
Net Asset Value
and redemption price per share ($20,831,272 ÷ 1,380,984 shares)

$ 15.08

 

 

 

Maximum offering price per share (100/96.50 of $15.08)

$ 15.63

Class B:
Net Asset Value
and offering price per share ($4,323,549 ÷ 288,202 shares)A

$ 15.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($37,184,669 ÷ 2,486,493 shares)A

$ 14.95

 

 

 

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($531,224,376 ÷ 34,921,133 shares)

$ 15.21

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,925,273 ÷ 3,872,564 shares)

$ 15.22

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 16,946,155

Interest

 

5,904

Income from Fidelity Central Funds

 

366,642

Income before foreign taxes withheld

 

17,318,701

Less foreign taxes withheld

 

(1,108,723)

Total income

 

16,209,978

 

 

 

Expenses

Management fee

$ 5,689,907

Transfer agent fees

2,134,136

Distribution and service plan fees

777,366

Accounting and security lending fees

389,213

Custodian fees and expenses

182,573

Independent trustees' compensation

4,268

Registration fees

153,780

Audit

61,648

Legal

2,692

Interest

2,456

Miscellaneous

5,236

Total expenses before reductions

9,403,275

Expense reductions

(62,747)

9,340,528

Net investment income (loss)

6,869,450

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $8,021)

(6,689,458)

Foreign currency transactions

(208,574)

Total net realized gain (loss)

 

(6,898,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $77,622)

(67,470,576)

Assets and liabilities in foreign currencies

(249,333)

Total change in net unrealized appreciation (depreciation)

 

(67,719,909)

Net gain (loss)

(74,617,941)

Net increase (decrease) in net assets resulting from operations

$ (67,748,491)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,869,450

$ 5,290,077

Net realized gain (loss)

(6,898,032)

(2,643,429)

Change in net unrealized appreciation (depreciation)

(67,719,909)

40,356,160

Net increase (decrease) in net assets resulting
from operations

(67,748,491)

43,002,808

Distributions to shareholders from net investment income

(5,045,313)

(188,424)

Distributions to shareholders from net realized gain

(2,104,800)

(1,358,291)

Total distributions

(7,150,113)

(1,546,715)

Share transactions - net increase (decrease)

418,528,912

198,095,255

Redemption fees

94,436

48,090

Total increase (decrease) in net assets

343,724,744

239,599,438

 

 

 

Net Assets

Beginning of period

436,743,155

197,143,717

End of period (including undistributed net investment income of $2,852,890 and undistributed net investment income of $4,074,073, respectively)

$ 780,467,899

$ 436,743,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.38)

  2.20

  3.29

Total from investment operations

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  - K

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.29

Total from investment operations

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.10)

  -

  -

Distributions from net realized gain

  (.06)

  (.07)

  -

Total distributions

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  2.28

  3.21

Distributions from net realized gain

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.05)

  -

  -

Distributions from net realized gain

  (.06)

  (.04)

  -

Total distributions

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.39)

  2.21

  3.29

Total from investment operations

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.38)

  2.21

  3.29

Total from investment operations

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity® Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Global Commodity Stock 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - 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 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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), 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

$ 64,157,893

Gross unrealized depreciation

(89,393,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (25,235,315)

 

 

Tax Cost

$ 831,986,305

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,411,620

Capital loss carryforward

$ (6,966,394)

Net unrealized appreciation (depreciation)

$ (25,483,446)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,112,665

$ 1,546,715

Long-Term Capital Gains

2,037,448

-

Total

$ 7,150,113

$ 1,546,715

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.

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $977,644,235 and $565,928,394, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual 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:

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 294,482

$ 11,535

Class T

.25%

.25%

97,025

1

Class B

.75%

.25%

48,554

36,421

Class C

.75%

.25%

337,305

182,256

 

 

 

$ 777,366

$ 230,213

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% to 1% for Class B, 1% 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

$ 203,267

Class T

23,029

Class B*

73,574

Class C*

12,313

 

$ 312,183

* 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:

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 306,688

.26

Class T

56,044

.29

Class B

14,667

.30

Class C

96,930

.29

Global Commodity Stock

1,516,249

.27

Institutional Class

143,558

.23

 

$ 2,134,136

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $20,462 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 5,072,574

.35%

$ 2,323

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $2,313 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

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 $351,340. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $2,705,000. The weighted average interest rate was .59%. The interest expense amounted to $133 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $62,747 for the period.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 597,144

$ 7,432

Class T

82,038

-

Class C

56,214

-

Global Commodity Stock

3,895,270

168,019

Institutional Class

414,647

12,973

Total

$ 5,045,313

$ 188,424

From net realized gain

 

 

Class A

$ 275,211

$ 143,058

Class T

52,381

30,137

Class B

16,866

9,302

Class C

68,717

20,828

Global Commodity Stock

1,532,256

1,078,126

Institutional Class

159,369

76,840

Total

$ 2,104,800

$ 1,358,291

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

7,297,574

3,636,511

$ 124,882,197

$ 52,113,230

Reinvestment of distributions

39,060

8,310

643,900

119,911

Shares redeemed

(2,752,883)

(957,806)

(44,565,640)

(13,354,681)

Net increase (decrease)

4,583,751

2,687,015

$ 80,960,457

$ 38,878,460

Class T

 

 

 

 

Shares sold

866,549

635,625

$ 14,740,169

$ 9,055,849

Reinvestment of distributions

7,294

2,006

120,226

28,921

Shares redeemed

(249,100)

(233,090)

(4,030,489)

(3,190,490)

Net increase (decrease)

624,743

404,541

$ 10,829,906

$ 5,894,280

Class B

 

 

 

 

Shares sold

82,231

275,613

$ 1,397,980

$ 3,943,173

Reinvestment of distributions

917

543

14,988

7,824

Shares redeemed

(76,244)

(200,985)

(1,237,701)

(2,763,660)

Net increase (decrease)

6,904

75,171

$ 175,267

$ 1,187,337

Annual Report

Notes to Financial Statements - continued

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

2,215,036

869,321

$ 37,885,797

$ 12,506,411

Reinvestment of distributions

6,435

1,339

105,874

19,266

Shares redeemed

(662,765)

(305,685)

(10,246,197)

(4,197,936)

Net increase (decrease)

1,558,706

564,975

$ 27,745,474

$ 8,327,741

Global Commodity Stock

 

 

 

 

Shares sold

32,339,719

19,122,952

$ 553,926,075

$ 278,892,729

Reinvestment of distributions

293,921

81,765

4,855,462

1,181,498

Shares redeemed

(17,519,084)

(11,379,620)

(288,860,403)

(158,960,668)

Net increase (decrease)

15,114,556

7,825,097

$ 269,921,134

$ 121,113,559

Institutional Class

 

 

 

 

Shares sold

4,225,113

1,969,025

$ 72,109,877

$ 28,672,948

Reinvestment of distributions

16,850

2,588

278,352

37,397

Shares redeemed

(2,651,317)

(426,975)

(43,491,555)

(6,016,467)

Net increase (decrease)

1,590,646

1,544,638

$ 28,896,674

$ 22,693,878

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/12/11

12/09/11

$0.052

$0.014

Class T

12/12/11

12/09/11

$0.009

$0.014

Class B

12/12/11

12/09/11

-

-

Class C

12/12/11

12/09/11

-

-

Class A designates 100% and 54%; Class T designates 100% and 54%; Class B designates 100% and 54%; and Class C designates 100% and 54% of the dividends distributed on December 10th and December 30th, respectively during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Class A, T, B, and C designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/13/10

$0.053

$0.0095

 

12/31/10

$0.010

-

Class T

12/13/10

$0.037

$0.0095

 

12/31/10

$0.010

-

Class B

12/13/10

-

-

 

12/31/10

-

-

Class C

12/13/10

$0.016

$0.0095

 

12/31/10

$0.010

-

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a third-party-sponsored index that reflects the market sector in which the fund invests. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

dif30625

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 30% means that 70% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Global Commodity Stock Fund

dif30627

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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

dif30550

AGCS-UANN-1211
1.879395.102

(Fidelity Logo)

Fidelity Advisor®

Global Commodity Stock

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Global
Commodity Stock Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Institutional Class

-1.50%

18.40%

A From March 25, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Commodity Stock Fund - Institutional Class on March 25, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from S. Joseph Wickwire II, Portfolio Manager of Fidelity Advisor® Global Commodity Stock Fund: For the year, the fund's Institutional Class shares returned -1.50%, lagging the -1.10% result of the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. Stock picking in coal/consumable fuels and oil/gas exploration and production (E&P) detracted, as did positioning in integrated oil/gas. Detractors included coal-producer Alpha Natural Resources and Australian uranium company Paladin Energy. Underweightings in integrated oil/gas companies ConocoPhillips and Royal Dutch Shell and overweightings in E&P companies Niko Resources and Petrobank Energy & Resources also hurt. Conversely, the fund benefited from an overweighting in the outperforming gold group, including Barrick Gold and Newmont Mining. Oil/gas equipment and services stocks, such as ION Geophysical, Halliburton and C&J Energy Services also helped, as did oil/gas refining and marketing names CVR Energy, Frontier Oil, Tesoro, Holly and Valero Energy. Frontier Oil and Holly merged during the period. Several of the stocks I've mentioned were not in the index or were sold by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.31%

 

 

 

Actual

 

$ 1,000.00

$ 821.50

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.67

Class T

1.60%

 

 

 

Actual

 

$ 1,000.00

$ 820.00

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.13

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.90

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 817.80

$ 9.58

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 822.20

$ 4.87

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.40

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 822.70

$ 4.69

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.3

4.9

BHP Billiton PLC

5.0

5.1

Potash Corp. of Saskatchewan, Inc.

4.1

3.8

Royal Dutch Shell PLC Class A (United Kingdom)

3.1

2.8

Chevron Corp.

2.9

2.4

Syngenta AG (Switzerland)

2.8

2.3

Rio Tinto PLC

2.7

3.1

Monsanto Co.

2.6

1.7

Goldcorp, Inc.

2.0

1.2

Barrick Gold Corp.

2.0

1.3

 

32.5

Top Sectors (% of fund's net assets)

As of October 31, 2011

dif30470

Energy 37.9%

 

dif30476

Metals 31.8%

 

dif30482

Agriculture 22.8%

 

dif30613

Other 6.2%

 

dif30488

Short-Term
Investments and
Net Other Assets 1.3%

 

dif30679

As of April 30, 2011

dif30470

Energy 36.2%

 

dif30476

Metals 34.3%

 

dif30482

Agriculture 23.8%

 

dif30613

Other 5.2%

 

dif30488

Short-Term
Investments and
Net Other Assets 0.5%

 

dif30686

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CHEMICALS - 18.0%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

26,500

$ 236,111

Grasim Industries Ltd.

734

38,980

 

275,091

Fertilizers & Agricultural Chemicals - 17.9%

Agrium, Inc.

121,200

9,991,690

CF Industries Holdings, Inc.

58,772

9,536,932

China Bluechemical Ltd. (H shares)

1,122,000

879,234

Incitec Pivot Ltd.

411,186

1,489,514

Israel Chemicals Ltd.

443,600

5,337,885

Israel Corp. Ltd. (Class A)

1,000

736,552

K&S AG

129,907

8,268,903

Monsanto Co.

278,300

20,246,325

Potash Corp. of Saskatchewan, Inc.

669,700

31,696,289

Sinofert Holdings Ltd.

2,060,000

676,070

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

8,400

491,400

Syngenta AG (Switzerland)

72,182

22,001,638

Taiwan Fertilizer Co. Ltd.

161,000

414,969

The Mosaic Co.

242,300

14,189,088

United Phosphorous Ltd.

66,056

197,668

Uralkali JSC GDR (Reg. S)

137,900

5,984,860

Yara International ASA

153,500

7,311,624

 

139,450,641

Specialty Chemicals - 0.1%

LyondellBasell Industries NV Class A

13,700

450,182

OMNOVA Solutions, Inc. (a)

113,301

501,923

 

952,105

TOTAL CHEMICALS

140,677,837

CONSTRUCTION & ENGINEERING - 1.4%

Construction & Engineering - 1.4%

Fluor Corp.

59,100

3,359,835

Foster Wheeler AG (a)

302,700

6,453,564

Shaw Group, Inc. (a)

36,300

844,338

 

10,657,737

CONTAINERS & PACKAGING - 0.4%

Paper Packaging - 0.4%

Greatview Aseptic Pack Co. Ltd.

2,810,000

1,043,465

Common Stocks - continued

Shares

Value

CONTAINERS & PACKAGING - CONTINUED

Paper Packaging - continued

Rock-Tenn Co. Class A

18,900

$ 1,118,691

Smurfit Kappa Group PLC (a)

98,000

678,247

 

2,840,403

DIVERSIFIED FINANCIAL SERVICES - 0.0%

Other Diversified Financial Services - 0.0%

Polymetal International PLC

1,350

19,974

ELECTRICAL EQUIPMENT - 0.4%

Electrical Components & Equipment - 0.4%

Regal-Beloit Corp.

59,202

3,145,402

ENERGY EQUIPMENT & SERVICES - 5.3%

Oil & Gas Drilling - 2.9%

Cathedral Energy Services Ltd.

96,370

647,719

Ensco International Ltd. ADR

16,700

829,322

Helmerich & Payne, Inc.

2,000

106,360

Nabors Industries Ltd. (a)

43,100

790,023

Noble Corp.

66,700

2,397,198

PHX Energy Services Corp.

3,600

37,017

Transocean Ltd. (United States)

212,800

12,161,520

Trinidad Drilling Ltd.

302,171

2,364,382

Tuscany International Drilling, Inc. (a)

415,000

283,092

Unit Corp. (a)

4,400

215,864

Vantage Drilling Co. (a)

2,135,982

2,904,936

 

22,737,433

Oil & Gas Equipment & Services - 2.4%

Aker Solutions ASA

67,800

788,500

Baker Hughes, Inc.

37,080

2,150,269

Cal Dive International, Inc. (a)

87,700

196,448

Cameron International Corp. (a)

700

34,398

Compagnie Generale de Geophysique SA (a)

81,600

1,783,169

Halliburton Co.

83,500

3,119,560

ION Geophysical Corp. (a)

1,237,600

9,430,512

McDermott International, Inc. (a)

17,500

192,150

Saipem SpA

18,781

842,109

Schlumberger Ltd.

700

51,429

 

18,588,544

TOTAL ENERGY EQUIPMENT & SERVICES

41,325,977

Common Stocks - continued

Shares

Value

FOOD PRODUCTS - 3.4%

Agricultural Products - 3.4%

Archer Daniels Midland Co.

502,800

$ 14,551,032

Bunge Ltd.

113,500

7,010,895

Chaoda Modern Agriculture (Holdings) Ltd.

2,320,000

328,493

China Agri-Industries Holding Ltd.

1,295,000

1,032,374

Corn Products International, Inc.

6,400

310,400

Cosan Ltd. Class A

66,400

796,800

Golden Agri-Resources Ltd.

1,700,000

869,958

PT Charoen Pokphand Indonesia Tbk

85,000

25,312

Suedzucker AG (Bearer)

1,100

32,265

Viterra, Inc.

9,900

101,895

Wilmar International Ltd.

273,000

1,178,344

 

26,237,768

MACHINERY - 1.6%

Construction & Farm Machinery & Heavy Trucks - 1.6%

Caterpillar, Inc.

2,800

264,488

Cummins, Inc.

11,200

1,113,616

Fiat Industrial SpA (a)

817,500

7,133,088

Jain Irrigation Systems Ltd.

1,197,816

3,052,091

Joy Global, Inc.

8,900

776,080

 

12,339,363

Industrial Machinery - 0.0%

Sandvik AB

32,000

442,485

TOTAL MACHINERY

12,781,848

METALS & MINING - 31.8%

Aluminum - 0.3%

Alcoa, Inc.

204,400

2,199,344

Diversified Metals & Mining - 13.7%

Anglo American PLC (United Kingdom)

276,251

10,189,260

Antofagasta PLC

1,100

20,644

BHP Billiton PLC

1,228,316

38,686,256

Copper Mountain Mining Corp. (a)

721,400

3,849,975

Eurasian Natural Resources Corp. PLC

31,500

333,332

First Quantum Minerals Ltd.

158,500

3,324,708

Freeport-McMoRan Copper & Gold, Inc.

209,500

8,434,470

Glencore International PLC (e)

5,300

37,333

Grupo Mexico SA de CV Series B

89,182

247,792

Iluka Resources Ltd.

10,483

174,293

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Diversified Metals & Mining - continued

Ivanhoe Australia Ltd. (a)

478,448

$ 532,063

Ivanhoe Mines Ltd. (a)

84,540

1,730,066

Kazakhmys PLC

116,700

1,740,704

Lynas Corp. Ltd. (a)

385,000

476,413

Major Drilling Group International, Inc.

3,600

48,140

Mitsubishi Materials Corp.

123,000

326,992

OJSC MMC Norilsk Nickel sponsored ADR

1,700

32,725

Rio Tinto PLC

382,987

20,723,044

Sterlite Industries (India) Ltd.

148,488

384,181

Sumitomo Metal Mining Co. Ltd.

101,000

1,390,494

Teck Resources Ltd. Class B (sub. vtg.)

118,800

4,762,249

Vedanta Resources PLC

3,500

71,935

Walter Energy, Inc.

22,800

1,724,820

Xstrata PLC

480,391

8,077,165

 

107,319,054

Gold - 11.0%

Agnico-Eagle Mines Ltd. (Canada)

109,400

4,745,404

AngloGold Ashanti Ltd. sponsored ADR

147,800

6,682,038

Barrick Gold Corp.

320,500

15,821,643

Centerra Gold, Inc.

33,200

658,105

Compania de Minas Buenaventura SA sponsored ADR

39,300

1,608,549

Eldorado Gold Corp.

117,400

2,205,850

Franco-Nevada Corp.

7,300

289,188

Gold Fields Ltd. sponsored ADR

167,100

2,912,553

Goldcorp, Inc.

325,700

15,846,366

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

2,081,105

IAMGOLD Corp.

85,100

1,829,456

Kingsgate Consolidated NL

309,515

2,440,465

Kinross Gold Corp.

482,005

6,870,934

Kinross Gold Corp. warrants 9/17/14 (a)

2,772

6,729

New Gold, Inc. (a)

38,800

480,694

Newcrest Mining Ltd.

212,457

7,509,335

Newmont Mining Corp.

132,000

8,821,560

Osisko Mining Corp. (a)

65,500

789,798

Randgold Resources Ltd. sponsored ADR

20,100

2,202,357

Yamana Gold, Inc.

137,700

2,055,451

 

85,857,580

Precious Metals & Minerals - 1.2%

African Minerals Ltd. (a)

521,600

3,705,563

Anglo Platinum Ltd.

11,100

803,447

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Precious Metals & Minerals - continued

Aquarius Platinum Ltd. (United Kingdom)

147,000

$ 439,714

Impala Platinum Holdings Ltd.

14,300

330,567

Lonmin PLC

10,422

182,356

Northam Platinum Ltd.

30,500

118,175

Pan American Silver Corp.

19,600

548,016

Silver Standard Resources, Inc. (a)

37,500

734,625

Silver Wheaton Corp.

73,400

2,534,411

 

9,396,874

Steel - 5.6%

Allegheny Technologies, Inc.

26,800

1,243,520

ArcelorMittal SA Class A unit (e)

166,200

3,445,326

BlueScope Steel Ltd.

338,804

296,424

China Steel Corp.

1,160,260

1,154,352

Cliffs Natural Resources, Inc.

31,300

2,135,286

Fortescue Metals Group Ltd.

706,010

3,546,514

Gerdau SA sponsored ADR

194,200

1,751,684

Hyundai Steel Co.

2,003

181,084

JFE Holdings, Inc.

41,600

791,856

Jindal Steel & Power Ltd.

91,751

1,051,587

JSW Steel Ltd.

14,016

187,130

Kobe Steel Ltd.

160,000

267,628

London Mining PLC (a)

75,300

386,604

Maanshan Iron & Steel Ltd. (H Shares)

4,285,000

1,275,767

Magnitogorsk Iron & Steel Works OJSC unit

47,700

295,502

Nippon Steel Corp.

196,000

511,080

Nucor Corp.

900

34,002

OneSteel Ltd.

396,960

504,893

POSCO

11,540

3,983,560

Reliance Steel & Aluminum Co.

19,000

839,610

Tata Steel Ltd.

53,417

526,019

Ternium SA sponsored ADR

10,900

267,486

Thyssenkrupp AG

69,200

1,997,197

United States Steel Corp. (e)

28,800

730,368

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

37,700

259,061

Vale SA (PN-A) sponsored ADR (e)

631,200

14,896,320

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Voestalpine AG

16,400

$ 567,399

Yamato Kogyo Co. Ltd.

9,100

230,210

 

43,357,469

TOTAL METALS & MINING

248,130,321

OIL, GAS & CONSUMABLE FUELS - 32.6%

Coal & Consumable Fuels - 1.9%

Alpha Natural Resources, Inc. (a)

280,237

6,736,897

Arch Coal, Inc.

10,800

196,776

Banpu PCL (For. Reg.)

8,950

181,688

Bumi PLC

12,573

149,627

China Coal Energy Co. Ltd. (H Shares)

61,000

75,977

CONSOL Energy, Inc.

2,200

94,072

Paladin Energy Ltd.:

(Australia) (a)

731,842

1,117,722

(Canada) (a)

271,500

424,878

Peabody Energy Corp.

108,800

4,718,656

Uranium One, Inc.

424,900

1,278,728

 

14,975,021

Integrated Oil & Gas - 22.3%

BG Group PLC

366,250

7,989,829

BP PLC

1,946,900

14,329,588

Cenovus Energy, Inc.

4,700

160,965

Chevron Corp.

215,100

22,596,255

China Petroleum & Chemical Corp. (H Shares)

359,000

339,517

ConocoPhillips

88,700

6,177,955

ENI SpA

248,427

5,492,003

Exxon Mobil Corp.

530,061

41,392,467

Gazprom OAO sponsored ADR

575,000

6,675,750

Hess Corp.

52,800

3,303,168

Imperial Oil Ltd.

600

24,846

InterOil Corp. (a)(e)

84,400

4,009,844

Lukoil Oil Co. sponsored ADR

39,900

2,302,230

Murphy Oil Corp.

14,500

802,865

Occidental Petroleum Corp.

90,000

8,364,600

Origin Energy Ltd.

121,659

1,833,505

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (e)

431,500

10,912,635

PTT PCL (For. Reg.)

3,100

30,539

Repsol YPF SA

60,117

1,821,991

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Royal Dutch Shell PLC Class A (United Kingdom)

673,450

$ 23,861,212

Suncor Energy, Inc.

208,432

6,638,628

Total SA

89,955

4,694,282

 

173,754,674

Oil & Gas Exploration & Production - 7.4%

Anadarko Petroleum Corp.

58,700

4,607,950

Apache Corp.

65,500

6,525,765

Cabot Oil & Gas Corp.

13,600

1,056,992

Cairn Energy PLC (a)

91,316

432,633

Canadian Natural Resources Ltd.

164,500

5,802,097

Chesapeake Energy Corp.

75,100

2,111,812

Cimarex Energy Co.

13,900

889,600

CNOOC Ltd.

120,000

226,843

CNOOC Ltd. sponsored ADR

16,000

3,017,760

Concho Resources, Inc. (a)

3,500

331,520

Denbury Resources, Inc. (a)

41,000

643,700

Devon Energy Corp.

17,100

1,110,645

Double Eagle Petroleum Co. (a)

94,370

838,006

Encana Corp.

1,000

21,688

EOG Resources, Inc.

3,600

321,948

EXCO Resources, Inc.

43,800

552,318

Gran Tierra Energy, Inc. (Canada) (a)

7,600

46,583

INPEX Corp.

23

151,867

Japan Petroleum Exploration Co. Ltd.

30,000

1,185,050

Marathon Oil Corp.

77,300

2,012,119

Newfield Exploration Co. (a)

13,700

551,562

Nexen, Inc.

70,200

1,192,242

Niko Resources Ltd.

39,100

2,150,628

Noble Energy, Inc.

16,000

1,429,440

Northern Oil & Gas, Inc. (a)(e)

227,900

5,508,343

NOVATEK OAO GDR

2,000

280,800

Oasis Petroleum, Inc. (a)

500

14,670

OGX Petroleo e Gas Participacoes SA (a)

155,900

1,289,180

Pacific Rubiales Energy Corp.

3,400

79,266

Painted Pony Petroleum Ltd. (a)(f)

15,000

183,428

Painted Pony Petroleum Ltd. Class A (a)

24,500

299,599

PetroBakken Energy Ltd. Class A (e)

7,748

70,574

Petrobank Energy & Resources Ltd.

83,900

754,961

Petrominerales Ltd.

16,526

436,007

Pioneer Natural Resources Co.

11,500

964,850

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

PTT Exploration and Production PCL (For. Reg.)

6,500

$ 33,691

QEP Resources, Inc.

31,600

1,123,380

Santos Ltd.

19,000

256,631

Southwestern Energy Co. (a)

40,600

1,706,824

Stone Energy Corp. (a)

12,900

313,341

Talisman Energy, Inc.

410,100

5,817,138

Tullow Oil PLC

1,600

36,101

Ultra Petroleum Corp. (a)

15,900

506,574

Whiting Petroleum Corp. (a)

12,500

581,875

Woodside Petroleum Ltd.

14,001

533,168

 

58,001,169

Oil & Gas Refining & Marketing - 0.9%

CVR Energy, Inc. (a)

21,200

524,912

Marathon Petroleum Corp.

95,700

3,435,630

Tesoro Corp. (a)

600

15,564

Valero Energy Corp.

110,900

2,728,140

Western Refining, Inc. (a)(e)

600

9,588

 

6,713,834

Oil & Gas Storage & Transport - 0.1%

Atlas Pipeline Partners, LP

22,600

786,480

TOTAL OIL, GAS & CONSUMABLE FUELS

254,231,178

PAPER & FOREST PRODUCTS - 1.5%

Forest Products - 0.1%

China Forestry Holdings Co. Ltd. (a)

3,302,000

626,924

Duratex SA

39,000

211,216

 

838,140

Paper Products - 1.4%

Empresas CMPC SA

848,910

3,534,599

Fibria Celulose SA sponsored ADR (e)

149,889

1,329,515

International Paper Co.

2,300

63,710

MeadWestvaco Corp.

1,000

27,910

Nine Dragons Paper (Holdings) Ltd.

854,000

581,353

Nippon Paper Group, Inc. (e)

34,400

788,501

Oji Paper Co. Ltd.

110,000

544,158

Sappi Ltd. (a)

24,704

72,528

Stora Enso Oyj (R Shares)

298,300

1,898,134

Suzano Papel e Celulose SA

38,725

189,430

Common Stocks - continued

Shares

Value

PAPER & FOREST PRODUCTS - CONTINUED

Paper Products - continued

Svenska Cellulosa AB (SCA) (B Shares)

41,900

$ 612,476

UPM-Kymmene Corp.

130,200

1,527,958

 

11,170,272

TOTAL PAPER & FOREST PRODUCTS

12,008,412

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Weyerhaeuser Co.

1,685

30,296

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

95,500

2,225,649

TRADING COMPANIES & DISTRIBUTORS - 2.0%

Trading Companies & Distributors - 2.0%

Marubeni Corp.

448,000

2,607,949

Mitsubishi Corp.

276,900

5,695,721

Noble Group Ltd.

6,162,090

7,521,210

 

15,824,880

TOTAL COMMON STOCKS

(Cost $788,765,973)

770,137,682

Convertible Bonds - 0.0%

 

Principal Amount (d)

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA 4.5% 12/16/13
(Cost $377,129)

BRL

572,000

316,612

Money Market Funds - 4.7%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

2,670,024

$ 2,670,024

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

33,626,672

33,626,672

TOTAL MONEY MARKET FUNDS

(Cost $36,296,696)

36,296,696

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $825,439,798)

806,750,990

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(26,283,091)

NET ASSETS - 100%

$ 780,467,899

Currency Abbreviations

BRL

-

Brazilian real

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $183,428 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

$ 15,302

Fidelity Securities Lending Cash Central Fund

351,340

Total

$ 366,642

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Common Stocks

$ 770,137,682

$ 573,040,015

$ 196,142,250

$ 955,417

Convertible Bonds

316,612

-

-

316,612

Money Market Funds

36,296,696

36,296,696

-

-

Total Investments in Securities:

$ 806,750,990

$ 609,336,711

$ 196,142,250

$ 1,272,029

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)

(399,873)

Total Unrealized Gain (Loss)

(2,251,071)

Cost of Purchases

3,323,106

Proceeds of Sales

(353,517)

Amortization/Accretion

-

Transfers in to Level 3

953,384

Transfers out of Level 3

-

Ending Balance

$ 1,272,029

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ (2,251,071)

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.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

33.0%

Canada

18.5%

United Kingdom

16.4%

Switzerland

5.5%

Brazil

3.9%

Australia

2.8%

Bermuda

2.7%

Japan

2.1%

Russia

2.0%

Italy

1.7%

South Africa

1.6%

Germany

1.4%

Norway

1.0%

Others (Individually Less Than 1%)

7.4%

 

100.0%

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $6,966,394 all of which will expire in fiscal 2019. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $31,452,952) - See accompanying schedule:

Unaffiliated issuers (cost $789,143,102)

$ 770,454,294

 

Fidelity Central Funds (cost $36,296,696)

36,296,696

 

Total Investments (cost $825,439,798)

 

$ 806,750,990

Foreign currency held at value (cost $4,098,833)

3,857,396

Receivable for investments sold

13,143,082

Receivable for fund shares sold

1,319,439

Dividends receivable

819,567

Interest receivable

13,133

Distributions receivable from Fidelity Central Funds

26,123

Prepaid expenses

4,397

Other receivables

22,094

Total assets

825,956,221

 

 

 

Liabilities

Payable for investments purchased

$ 8,978,037

Payable for fund shares redeemed

2,105,156

Accrued management fee

436,053

Distribution and service plan fees payable

65,847

Other affiliated payables

214,270

Other payables and accrued expenses

62,287

Collateral on securities loaned, at value

33,626,672

Total liabilities

45,488,322

 

 

 

Net Assets

$ 780,467,899

Net Assets consist of:

 

Paid in capital

$ 809,500,953

Undistributed net investment income

2,852,890

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(12,954,172)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(18,931,772)

Net Assets

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($127,978,760 ÷ 8,452,805 shares)

$ 15.14

 

 

 

Maximum offering price per share (100/94.25 of $15.14)

$ 16.06

Class T:
Net Asset Value
and redemption price per share ($20,831,272 ÷ 1,380,984 shares)

$ 15.08

 

 

 

Maximum offering price per share (100/96.50 of $15.08)

$ 15.63

Class B:
Net Asset Value
and offering price per share ($4,323,549 ÷ 288,202 shares)A

$ 15.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($37,184,669 ÷ 2,486,493 shares)A

$ 14.95

 

 

 

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($531,224,376 ÷ 34,921,133 shares)

$ 15.21

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,925,273 ÷ 3,872,564 shares)

$ 15.22

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 16,946,155

Interest

 

5,904

Income from Fidelity Central Funds

 

366,642

Income before foreign taxes withheld

 

17,318,701

Less foreign taxes withheld

 

(1,108,723)

Total income

 

16,209,978

 

 

 

Expenses

Management fee

$ 5,689,907

Transfer agent fees

2,134,136

Distribution and service plan fees

777,366

Accounting and security lending fees

389,213

Custodian fees and expenses

182,573

Independent trustees' compensation

4,268

Registration fees

153,780

Audit

61,648

Legal

2,692

Interest

2,456

Miscellaneous

5,236

Total expenses before reductions

9,403,275

Expense reductions

(62,747)

9,340,528

Net investment income (loss)

6,869,450

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $8,021)

(6,689,458)

Foreign currency transactions

(208,574)

Total net realized gain (loss)

 

(6,898,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $77,622)

(67,470,576)

Assets and liabilities in foreign currencies

(249,333)

Total change in net unrealized appreciation (depreciation)

 

(67,719,909)

Net gain (loss)

(74,617,941)

Net increase (decrease) in net assets resulting from operations

$ (67,748,491)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,869,450

$ 5,290,077

Net realized gain (loss)

(6,898,032)

(2,643,429)

Change in net unrealized appreciation (depreciation)

(67,719,909)

40,356,160

Net increase (decrease) in net assets resulting
from operations

(67,748,491)

43,002,808

Distributions to shareholders from net investment income

(5,045,313)

(188,424)

Distributions to shareholders from net realized gain

(2,104,800)

(1,358,291)

Total distributions

(7,150,113)

(1,546,715)

Share transactions - net increase (decrease)

418,528,912

198,095,255

Redemption fees

94,436

48,090

Total increase (decrease) in net assets

343,724,744

239,599,438

 

 

 

Net Assets

Beginning of period

436,743,155

197,143,717

End of period (including undistributed net investment income of $2,852,890 and undistributed net investment income of $4,074,073, respectively)

$ 780,467,899

$ 436,743,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.38)

  2.20

  3.29

Total from investment operations

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  - K

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.29

Total from investment operations

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.10)

  -

  -

Distributions from net realized gain

  (.06)

  (.07)

  -

Total distributions

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  2.28

  3.21

Distributions from net realized gain

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 I

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.05)

  -

  -

Distributions from net realized gain

  (.06)

  (.04)

  -

Total distributions

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  .01

Net asset value, end of period

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

Expenses before reductions

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.39)

  2.21

  3.29

Total from investment operations

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.38)

  2.21

  3.29

Total from investment operations

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.06)

  (.08)

  -

Total distributions

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  .01

Net asset value, end of period

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

Expenses before reductions

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  71%

  54%

  25% A

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 special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity® Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (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, Global Commodity Stock 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - 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 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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), 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

$ 64,157,893

Gross unrealized depreciation

(89,393,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (25,235,315)

 

 

Tax Cost

$ 831,986,305

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,411,620

Capital loss carryforward

$ (6,966,394)

Net unrealized appreciation (depreciation)

$ (25,483,446)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,112,665

$ 1,546,715

Long-Term Capital Gains

2,037,448

-

Total

$ 7,150,113

$ 1,546,715

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.

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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 $977,644,235 and $565,928,394, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual 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:

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 294,482

$ 11,535

Class T

.25%

.25%

97,025

1

Class B

.75%

.25%

48,554

36,421

Class C

.75%

.25%

337,305

182,256

 

 

 

$ 777,366

$ 230,213

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% to 1% for Class B, 1% 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

$ 203,267

Class T

23,029

Class B*

73,574

Class C*

12,313

 

$ 312,183

* 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:

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 306,688

.26

Class T

56,044

.29

Class B

14,667

.30

Class C

96,930

.29

Global Commodity Stock

1,516,249

.27

Institutional Class

143,558

.23

 

$ 2,134,136

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $20,462 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 5,072,574

.35%

$ 2,323

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $2,313 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

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 $351,340. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $2,705,000. The weighted average interest rate was .59%. The interest expense amounted to $133 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $62,747 for the period.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 597,144

$ 7,432

Class T

82,038

-

Class C

56,214

-

Global Commodity Stock

3,895,270

168,019

Institutional Class

414,647

12,973

Total

$ 5,045,313

$ 188,424

From net realized gain

 

 

Class A

$ 275,211

$ 143,058

Class T

52,381

30,137

Class B

16,866

9,302

Class C

68,717

20,828

Global Commodity Stock

1,532,256

1,078,126

Institutional Class

159,369

76,840

Total

$ 2,104,800

$ 1,358,291

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

7,297,574

3,636,511

$ 124,882,197

$ 52,113,230

Reinvestment of distributions

39,060

8,310

643,900

119,911

Shares redeemed

(2,752,883)

(957,806)

(44,565,640)

(13,354,681)

Net increase (decrease)

4,583,751

2,687,015

$ 80,960,457

$ 38,878,460

Class T

 

 

 

 

Shares sold

866,549

635,625

$ 14,740,169

$ 9,055,849

Reinvestment of distributions

7,294

2,006

120,226

28,921

Shares redeemed

(249,100)

(233,090)

(4,030,489)

(3,190,490)

Net increase (decrease)

624,743

404,541

$ 10,829,906

$ 5,894,280

Class B

 

 

 

 

Shares sold

82,231

275,613

$ 1,397,980

$ 3,943,173

Reinvestment of distributions

917

543

14,988

7,824

Shares redeemed

(76,244)

(200,985)

(1,237,701)

(2,763,660)

Net increase (decrease)

6,904

75,171

$ 175,267

$ 1,187,337

Annual Report

Notes to Financial Statements - continued

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

2,215,036

869,321

$ 37,885,797

$ 12,506,411

Reinvestment of distributions

6,435

1,339

105,874

19,266

Shares redeemed

(662,765)

(305,685)

(10,246,197)

(4,197,936)

Net increase (decrease)

1,558,706

564,975

$ 27,745,474

$ 8,327,741

Global Commodity Stock

 

 

 

 

Shares sold

32,339,719

19,122,952

$ 553,926,075

$ 278,892,729

Reinvestment of distributions

293,921

81,765

4,855,462

1,181,498

Shares redeemed

(17,519,084)

(11,379,620)

(288,860,403)

(158,960,668)

Net increase (decrease)

15,114,556

7,825,097

$ 269,921,134

$ 121,113,559

Institutional Class

 

 

 

 

Shares sold

4,225,113

1,969,025

$ 72,109,877

$ 28,672,948

Reinvestment of distributions

16,850

2,588

278,352

37,397

Shares redeemed

(2,651,317)

(426,975)

(43,491,555)

(6,016,467)

Net increase (decrease)

1,590,646

1,544,638

$ 28,896,674

$ 22,693,878

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/12/11

12/09/11

$0.093

$0.014

Institutional Class designates 96% and 54% of the dividends distributed on December 10th and December 30th, respectively during the fiscal year as qualifying to receive the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/13/10

$0.065

$0.0095

 

12/31/10

$0.010

-

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a third-party-sponsored index that reflects the market sector in which the fund invests. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of the retail class and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

dif30625

The Board noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the period shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 30% means that 70% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Global Commodity Stock Fund

dif30627

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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

dif30550

AGCSI-UANN-1211
1.879388.102

Fidelity®

International Discovery

Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Fidelity® International Discovery Fund A

-6.39%

-1.60%

7.58%

A Prior to October 1, 2004, Fidelity International Discovery Fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Discovery Fund, a class of the fund, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE ® (Europe, Australasia, Far East) Index performed over the same period.

dif30704

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Kennedy, Portfolio Manager of Fidelity® International Discovery Fund: For the 12 months ending October 31, 2011, the fund's Retail Class shares returned -6.39%, lagging the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock selection and currency exposure detracted from relative performance, particularly in emerging markets (an out-of-index investment); the Asia Pacific ex Japan region; and the United Kingdom. Positioning in energy and financials most hampered returns. Individual disappointments included French bank BNP Paribas, whose stock fell amid worries over its exposure to Greek debt, and Danish brewery Carlsberg, whose earnings suffered from a spike in Russian grain prices. The fund also was hurt by not owning Swiss pharmaceuticals firm and index component Roche Holding. Conversely, defensive positioning in Japan and Europe helped, as did security selection in consumer discretionary and information technology. A non-index stake in Japanese online retailer Start Today benefited from growth in Internet purchases, while shares of U.K. software company Autonomy jumped following a premium acquisition offer. Some of these names were no longer in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.29%

 

 

 

Actual

 

$ 1,000.00

$ 827.20

$ 5.94

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.56

Class T

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 825.90

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class B

2.05%

 

 

 

Actual

 

$ 1,000.00

$ 824.20

$ 9.43

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.41

Class C

2.04%

 

 

 

Actual

 

$ 1,000.00

$ 824.30

$ 9.38

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.36

International Discovery

.96%

 

 

 

Actual

 

$ 1,000.00

$ 828.60

$ 4.42

HypotheticalA

 

$ 1,000.00

$ 1,020.37

$ 4.89

Class K

.79%

 

 

 

Actual

 

$ 1,000.00

$ 829.20

$ 3.64

HypotheticalA

 

$ 1,000.00

$ 1,021.22

$ 4.02

Institutional Class

.95%

 

 

 

Actual

 

$ 1,000.00

$ 828.40

$ 4.38

HypotheticalA

 

$ 1,000.00

$ 1,020.42

$ 4.84

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 21.0%

 

dif30472

Japan 15.8%

 

dif30474

France 9.1%

 

dif30476

Switzerland 6.8%

 

dif30478

Germany 6.3%

 

dif30480

Australia 3.5%

 

dif30482

Netherlands 3.4%

 

dif30484

Cayman Islands 2.8%

 

dif30486

Korea (South) 2.5%

 

dif30488

Other 28.8%

 

dif30716

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 21.3%

 

dif30472

Japan 16.2%

 

dif30474

France 8.8%

 

dif30476

Germany 7.7%

 

dif30478

Switzerland 5.2%

 

dif30480

Australia 4.1%

 

dif30482

United States of America 3.7%

 

dif30484

Netherlands 3.3%

 

dif30486

Denmark 3.1%

 

dif30488

Other 26.6%

 

dif30728

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.9

98.7

Short-Term Investments and Net Other Assets

0.1

1.3

Top Ten Stocks as of October 31, 2011

 

% 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)

2.8

2.8

Nestle SA (Switzerland, Food Products)

2.0

0.9

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.8

0.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.7

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.5

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

1.0

Japan Tobacco, Inc. (Japan, Tobacco)

1.3

0.5

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.3

1.5

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.2

1.3

 

16.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.3

Consumer Discretionary

18.6

17.3

Consumer Staples

12.6

8.2

Information Technology

9.8

8.7

Industrials

9.6

14.3

Energy

7.5

8.5

Health Care

7.2

6.2

Telecommunication Services

6.4

5.3

Materials

6.0

8.7

Utilities

0.9

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value (000s)

Australia - 3.5%

Australia & New Zealand Banking Group Ltd.

4,456,031

$ 100,700

carsales.com Ltd. (d)

3,966,844

20,509

Commonwealth Bank of Australia

1,268,063

65,147

Fortescue Metals Group Ltd.

3,503,390

17,599

Macquarie Group Ltd.

472,090

12,156

Newcrest Mining Ltd.

1,658,172

58,608

WorleyParsons Ltd.

993,898

28,850

TOTAL AUSTRALIA

303,569

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

101,380

2,951

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

825,990

9,166

Bailiwick of Jersey - 2.0%

Experian PLC

3,236,600

42,187

Shire PLC

2,310,400

72,527

Velti PLC (a)

290,405

2,445

Wolseley PLC

1,930,464

55,820

TOTAL BAILIWICK OF JERSEY

172,979

Belgium - 0.3%

Anheuser-Busch InBev SA NV

542,427

30,085

Bermuda - 1.0%

African Minerals Ltd. (a)

2,899,600

20,599

Cheung Kong Infrastructure Holdings Ltd.

6,530,000

34,979

Li & Fung Ltd.

9,616,000

18,532

Noble Group Ltd.

11,199,364

13,670

TOTAL BERMUDA

87,780

Brazil - 2.1%

Anhanguera Educacional Participacoes SA

1,834,900

26,981

Arezzo Industria e Comercio SA

849,800

11,234

Itau Unibanco Banco Multiplo SA sponsored ADR

1,260,500

24,101

Qualicorp SA

4,305,000

39,360

Souza Cruz Industria Comerico

3,799,000

46,592

TIM Participacoes SA sponsored ADR (d)

1,447,849

37,702

TOTAL BRAZIL

185,970

Common Stocks - continued

Shares

Value (000s)

British Virgin Islands - 0.5%

Arcos Dorados Holdings, Inc.

731,300

$ 17,112

Mail.ru Group Ltd. GDR (Reg. S)

713,000

24,563

TOTAL BRITISH VIRGIN ISLANDS

41,675

Canada - 1.2%

Canadian Natural Resources Ltd.

573,500

20,228

InterOil Corp. (a)(d)

204,400

9,711

Open Text Corp. (a)(d)

769,600

47,102

Trinidad Drilling Ltd.

3,430,500

26,842

TOTAL CANADA

103,883

Cayman Islands - 2.8%

Airtac International Group

2,543,000

14,233

Belle International Holdings Ltd.

10,683,000

20,952

Biostime International Holdings Ltd.

8,183,000

14,593

Bosideng International Holdings Ltd.

43,814,000

12,078

China Kanghui Holdings sponsored ADR (a)(d)

1,747,000

27,375

China Mengniu Dairy Co. Ltd.

6,180,000

19,693

China ZhengTong Auto Services Holdings Ltd.

14,117,500

15,287

Ctrip.com International Ltd. sponsored ADR (a)

915,000

31,897

Hengdeli Holdings Ltd.

28,576,000

12,811

Microport Scientific Corp.

8,277,000

4,678

Sands China Ltd. (a)

17,144,800

51,523

Shenguan Holdings Group Ltd.

35,412,000

19,025

TOTAL CAYMAN ISLANDS

244,145

China - 1.3%

Baidu.com, Inc. sponsored ADR (a)

394,600

55,315

China Telecom Corp. Ltd. (H Shares)

41,444,000

25,588

SINA Corp. (a)(d)

310,200

25,216

Zhaojin Mining Industry Co. Ltd. (H Shares)

4,984,000

8,898

TOTAL CHINA

115,017

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)(e)

216,330

240

Denmark - 2.2%

Novo Nordisk A/S Series B

1,029,289

109,293

William Demant Holding A/S (a)

984,500

78,551

TOTAL DENMARK

187,844

Common Stocks - continued

Shares

Value (000s)

Finland - 0.7%

Amer Group PLC (A Shares)

1,325,300

$ 18,322

Nokian Tyres PLC

1,213,133

44,574

TOTAL FINLAND

62,896

France - 9.1%

Air Liquide SA

307,100

39,843

Arkema SA

436,670

29,874

Atos Origin SA

1,058,073

51,279

AXA SA

3,922,902

63,898

BNP Paribas SA

1,322,566

60,125

Club Mediterranee SA (a)

470,000

8,917

Danone

1,265,300

88,078

Iliad SA

625,259

73,187

Ipsos SA

54,516

1,790

JC Decaux SA (a)

652,300

17,481

LVMH Moet Hennessy - Louis Vuitton

621,877

103,489

Pernod-Ricard SA

329,525

30,782

PPR SA

398,700

62,294

Safran SA

714,800

23,415

Sanofi-aventis

953,011

68,187

Schneider Electric SA

529,528

31,255

Societe Generale Series A

685,447

20,015

Unibail-Rodamco

118,400

23,677

TOTAL FRANCE

797,586

Germany - 5.1%

Aareal Bank AG (a)

1,131,037

22,993

Allianz AG

325,100

36,537

Bayer AG

767,558

49,176

Bayerische Motoren Werke AG (BMW)

834,676

68,221

Commerzbank AG (a)

4,229,500

10,436

Deutsche Bank AG

1,018,100

42,103

Fresenius Medical Care AG & Co. KGaA

940,100

68,492

GEA Group AG

992,880

27,433

Gerry Weber International AG (Bearer)

320,600

9,983

Kabel Deutschland Holding AG (a)

1,085,800

61,999

Siemens AG

475,549

49,855

TOTAL GERMANY

447,228

Hong Kong - 1.5%

AIA Group Ltd.

13,058,400

39,929

China Unicom (Hong Kong) Ltd.

12,452,000

25,036

Common Stocks - continued

Shares

Value (000s)

Hong Kong - continued

I.T Ltd.

14,631,000

$ 9,112

Techtronic Industries Co. Ltd.

65,201,500

56,415

TOTAL HONG KONG

130,492

India - 1.6%

Apollo Hospitals Enterprise Ltd.

1,432,254

15,263

Bharti Airtel Ltd.

5,744,231

46,004

Housing Development Finance Corp. Ltd.

2,696,342

37,945

Larsen & Toubro Ltd.

279,321

8,057

Shriram Transport Finance Co. Ltd.

732,049

9,165

The Jammu & Kashmir Bank Ltd.

545,569

9,407

Titan Industries Ltd.

3,211,760

14,263

TOTAL INDIA

140,104

Indonesia - 0.6%

PT Astra International Tbk

1,338,500

10,321

PT Sarana Menara Nusantara Tbk (a)

13,136,500

13,282

PT Tower Bersama Infrastructure Tbk

55,223,500

12,852

PT XL Axiata Tbk

22,623,000

12,653

TOTAL INDONESIA

49,108

Ireland - 1.4%

Accenture PLC Class A

719,100

43,333

James Hardie Industries NV CDI (a)

5,530,462

35,824

Kenmare Resources PLC (a)

5,264,162

3,435

Paddy Power PLC (Ireland)

728,700

40,338

TOTAL IRELAND

122,930

Israel - 0.6%

Check Point Software Technologies Ltd. (a)

517,600

29,829

Israel Chemicals Ltd.

1,513,500

18,212

TOTAL ISRAEL

48,041

Italy - 1.4%

Intesa Sanpaolo SpA

8,188,112

14,629

Prada SpA

2,305,100

11,395

Prysmian SpA

1,473,800

22,334

Saipem SpA

1,580,606

70,872

TOTAL ITALY

119,230

Japan - 15.8%

ABC-Mart, Inc.

1,529,000

59,886

Aozora Bank Ltd.

4,562,000

11,534

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Asics Corp.

3,605,000

$ 47,798

Calbee, Inc. (d)

700,800

31,951

Canon, Inc.

1,744,350

79,200

Cosmos Pharmaceutical Corp.

859,200

39,858

Credit Saison Co. Ltd.

1,323,500

25,830

DeNA Co. Ltd.

336,000

14,504

Denso Corp.

1,300,300

39,994

Digital Garage, Inc. (a)

2,715

8,890

Don Quijote Co. Ltd.

1,367,200

50,088

Fanuc Corp.

381,000

61,612

Honda Motor Co. Ltd.

1,966,400

58,810

Japan Retail Fund Investment Corp.

1,225

1,897

Japan Tobacco, Inc.

22,266

111,303

JS Group Corp.

1,457,600

30,569

JSR Corp.

2,283,400

43,596

Kakaku.com, Inc.

810,600

32,100

KDDI Corp.

10,315

75,571

Keyence Corp.

192,600

48,967

Misumi Group, Inc.

1,254,900

26,114

Mitsubishi Corp.

2,574,400

52,954

Mitsubishi Estate Co. Ltd.

1,553,000

26,307

Mitsubishi UFJ Financial Group, Inc.

15,161,400

65,899

ORIX Corp.

1,321,050

115,310

Rakuten, Inc.

68,670

75,288

So-net M3, Inc. (d)

5,296

23,954

SOFTBANK CORP.

1,375,900

44,661

Start Today Co. Ltd.

2,740,800

57,987

Tokyo Electron Ltd.

309,600

16,468

TOTAL JAPAN

1,378,900

Korea (South) - 2.5%

Hyundai Motor Co.

209,530

42,040

Kia Motors Corp.

453,500

28,966

LG Household & Health Care Ltd.

49,310

22,187

NHN Corp. (a)

64,289

13,362

Orion Corp.

113,331

60,574

Samsung Electronics Co. Ltd.

38,175

32,741

Shinhan Financial Group Co. Ltd.

421,030

16,710

TOTAL KOREA (SOUTH)

216,580

Luxembourg - 1.3%

Brait SA

5,949,360

14,243

Common Stocks - continued

Shares

Value (000s)

Luxembourg - continued

Millicom International Cellular SA

190,400

$ 20,925

Millicom International Cellular SA (depositary receipt)

477,100

52,580

Samsonite International SA

14,826,300

24,124

TOTAL LUXEMBOURG

111,872

Mexico - 0.5%

Wal-Mart de Mexico SA de CV Series V

18,209,000

47,039

Netherlands - 3.4%

AEGON NV (a)

5,028,800

23,986

ASML Holding NV

971,700

40,743

Gemalto NV

1,818,979

82,995

ING Groep NV (Certificaten Van Aandelen) (a)

11,511,300

99,253

Koninklijke Philips Electronics NV

1,247,700

25,977

Randstad Holdings NV

726,367

25,910

TOTAL NETHERLANDS

298,864

Norway - 1.1%

Aker Solutions ASA

1,927,748

22,419

DnB NOR ASA

6,602,355

77,021

TOTAL NORWAY

99,440

Philippines - 0.3%

Alliance Global Group, Inc.

101,250,000

25,173

Poland - 0.3%

Eurocash SA

3,593,990

28,816

Qatar - 0.3%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

23,366

South Africa - 1.0%

AngloGold Ashanti Ltd. sponsored ADR

816,100

36,896

Sanlam Ltd.

5,826,600

21,768

Shoprite Holdings Ltd.

2,042,000

29,926

TOTAL SOUTH AFRICA

88,590

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA

1,836,204

16,528

Banco Santander SA:

rights 10/31/11

6,080,392

1,052

(Spain)

6,080,392

51,471

Inditex SA

280,831

25,557

Common Stocks - continued

Shares

Value (000s)

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

382,900

$ 19,103

Viscofan Envolturas Celulosicas SA

515,100

19,824

TOTAL SPAIN

133,535

Sweden - 1.3%

Elekta AB (B Shares)

316,100

12,650

Intrum Justitia AB

111,800

1,839

Meda AB (A Shares)

1,713,200

17,501

Swedbank AB (A Shares)

3,382,000

47,647

Swedish Match Co.

1,052,600

36,424

TOTAL SWEDEN

116,061

Switzerland - 6.8%

Adecco SA (Reg.)

548,529

26,509

Compagnie Financiere Richemont SA Series A

315,194

18,049

Kuehne & Nagel International AG

197,400

24,586

Nestle SA

2,973,853

172,491

Partners Group Holding

230,056

43,125

Schindler Holding AG (participation certificate)

554,147

65,168

The Swatch Group AG (Bearer)

98,950

41,901

Transocean Ltd. (United States)

829,400

47,400

UBS AG (a)

3,755,130

47,472

UBS AG (NY Shares) (a)

1,833,200

23,135

Zurich Financial Services AG

346,539

80,479

TOTAL SWITZERLAND

590,315

Taiwan - 0.5%

Catcher Technology Co. Ltd.

5,046,500

28,117

WPG Holding Co. Ltd.

15,884,570

19,181

TOTAL TAIWAN

47,298

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

6,011,100

10,096

United Kingdom - 21.0%

Aberdeen Asset Management PLC

9,033,732

27,966

Aggreko PLC

484,300

13,334

Anglo American PLC (United Kingdom)

1,293,300

47,702

Ashmore Group PLC

3,169,400

17,585

Aviva PLC

6,344,300

34,618

Barclays PLC

22,562,258

69,955

BG Group PLC

5,124,372

111,789

BHP Billiton PLC

4,802,296

151,250

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

BP PLC

11,307,867

$ 83,228

British American Tobacco PLC (United Kingdom)

3,366,600

154,388

British Land Co. PLC

5,756,734

47,262

Burberry Group PLC

1,970,900

42,504

Carphone Warehouse Group PLC

15,119,465

85,346

Diageo PLC

1,603,635

33,195

GlaxoSmithKline PLC

3,131,100

70,282

HSBC Holdings PLC (United Kingdom)

11,905,657

103,900

Imperial Tobacco Group PLC

1,488,285

54,427

International Personal Finance PLC

9,411,888

41,503

Jazztel PLC (a)(d)

3,802,400

21,996

Legal & General Group PLC

30,442,457

54,098

Lloyds Banking Group PLC (a)

49,557,364

25,632

Micro Focus International PLC

2,166,900

11,834

National Grid PLC

4,386,000

43,614

Ocado Group PLC (a)(d)

14,388,400

21,670

Reckitt Benckiser Group PLC

414,431

21,314

Royal Dutch Shell PLC Class B

6,770,160

242,949

Royalblue Group PLC

128,356

3,358

SuperGroup PLC (a)(d)

960,741

9,641

The Weir Group PLC

599,600

18,504

Ultra Electronics Holdings PLC

614,667

15,737

Vodafone Group PLC

46,662,143

129,590

Xstrata PLC

1,728,100

29,056

TOTAL UNITED KINGDOM

1,839,227

United States of America - 1.9%

Citrix Systems, Inc. (a)

546,700

39,816

Cognizant Technology Solutions Corp. Class A (a)

298,200

21,694

Green Mountain Coffee Roasters, Inc. (a)

180,700

11,749

MasterCard, Inc. Class A

165,200

57,364

Virgin Media, Inc.

1,603,800

39,101

TOTAL UNITED STATES OF AMERICA

169,724

TOTAL COMMON STOCKS

(Cost $8,600,939)


8,627,815

Nonconvertible Preferred Stocks - 1.3%

Shares

Value (000s)

Germany - 1.2%

ProSiebenSat.1 Media AG

40,648

$ 872

Volkswagen AG

569,500

99,935

TOTAL GERMANY

100,807

Italy - 0.1%

Fiat Industrial SpA (a)

2,156,296

13,231

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $90,158)


114,038

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

27,641,463

27,641

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

80,899,017

80,899

TOTAL MONEY MARKET FUNDS

(Cost $108,540)


108,540

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $8,799,637)

8,850,393

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(97,426)

NET ASSETS - 100%

$ 8,752,967

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

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

$ 112

Fidelity Securities Lending Cash Central Fund

6,208

Total

$ 6,320

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aisi Realty Public Ltd.

$ 607

$ -

$ -

$ -

$ 240

Ashmore Global Opportunities Ltd. (United States)

-

10,376

-

259

-

Boyner Buyuk Magazacilik A/S

11,256

2,951

-

-

10,096

Total

$ 11,863

$ 13,327

$ -

$ 259

$ 10,336

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,839,227

$ 696,626

$ 1,142,601

$ -

Japan

1,378,900

-

1,378,900

-

France

797,586

729,399

68,187

-

Switzerland

590,315

542,843

47,472

-

Germany

548,035

387,585

160,450

-

Australia

303,569

-

303,569

-

Netherlands

298,864

149,648

149,216

-

Cayman Islands

244,145

59,272

184,873

-

Korea (South)

216,580

-

216,580

-

Other

2,524,632

1,704,716

819,916

-

Money Market Funds

108,540

108,540

-

-

Total Investments in Securities:

$ 8,850,393

$ 4,378,629

$ 4,471,764

$ -

Transfers from Level 1 to Level 2 during the period were $1,331,743,000.

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

$ 607

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(607)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,349,541,000 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $73,811) - See accompanying schedule:

Unaffiliated issuers (cost $8,669,458)

$ 8,731,517

 

Fidelity Central Funds (cost $108,540)

108,540

 

Other affiliated issuers (cost $21,639)

10,336

 

Total Investments (cost $8,799,637)

 

$ 8,850,393

Foreign currency held at value (cost $37,392)

37,392

Receivable for investments sold

89,865

Receivable for fund shares sold

6,925

Dividends receivable

18,912

Distributions receivable from Fidelity Central Funds

280

Prepaid expenses

35

Other receivables

5,269

Total assets

9,009,071

 

 

 

Liabilities

Payable to custodian bank

$ 756

Payable for investments purchased

155,082

Payable for fund shares redeemed

11,410

Accrued management fee

4,698

Distribution and service plan fees payable

125

Other affiliated payables

1,638

Other payables and accrued expenses

1,496

Collateral on securities loaned, at value

80,899

Total liabilities

256,104

 

 

 

Net Assets

$ 8,752,967

Net Assets consist of:

 

Paid in capital

$ 10,067,323

Undistributed net investment income

102,433

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,466,813)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

50,024

Net Assets

$ 8,752,967

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 Class A:

Net Asset Value and redemption price per share
($319,917 ÷ 10,869.3 shares)

$ 29.43

 

 

 

Maximum offering price per share (100/94.25 of $29.43)

$ 31.23

Class T:
Net Asset Value
and redemption price per share ($60,905 ÷ 2,087.0 shares)

$ 29.18

 

 

 

Maximum offering price per share (100/96.50 of $29.18)

$ 30.24

Class B:
Net Asset Value
and offering price per share
($10,183 ÷ 350.9 shares)A

$ 29.02

 

 

 

Class C:
Net Asset Value
and offering price per share
($32,911 ÷ 1,131.9 shares)A

$ 29.08

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($6,806,183 ÷ 229,250.8 shares)

$ 29.69

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,244,550 ÷ 41,955.8 shares)

$ 29.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($278,318 ÷ 9,386.6 shares)

$ 29.65

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $259 earned from other affiliated issuers)

 

$ 263,448

Interest

 

3

Income from Fidelity Central Funds

 

6,320

Income before foreign taxes withheld

 

269,771

Less foreign taxes withheld

 

(16,970)

Total income

 

252,801

 

 

 

Expenses

Management fee
Basic fee

$ 69,910

Performance adjustment

(475)

Transfer agent fees

20,262

Distribution and service plan fees

1,864

Accounting and security lending fees

1,798

Custodian fees and expenses

1,713

Independent trustees' compensation

55

Registration fees

186

Audit

122

Legal

40

Interest

2

Miscellaneous

107

Total expenses before reductions

95,584

Expense reductions

(4,391)

91,193

Net investment income (loss)

161,608

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

506,179

Foreign currency transactions

(4,241)

Total net realized gain (loss)

 

501,938

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $8,547)

(1,246,049)

Assets and liabilities in foreign currencies

(1,473)

Total change in net unrealized appreciation (depreciation)

 

(1,247,522)

Net gain (loss)

(745,584)

Net increase (decrease) in net assets resulting from operations

$ (583,976)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 161,608

$ 130,595

Net realized gain (loss)

501,938

481,821

Change in net unrealized appreciation (depreciation)

(1,247,522)

638,780

Net increase (decrease) in net assets resulting
from operations

(583,976)

1,251,196

Distributions to shareholders from net investment income

(149,936)

(116,422)

Distributions to shareholders from net realized gain

(48,090)

(13,374)

Total distributions

(198,026)

(129,796)

Share transactions - net increase (decrease)

(537,341)

(662,032)

Redemption fees

160

291

Total increase (decrease) in net assets

(1,319,183)

459,659

 

 

 

Net Assets

Beginning of period

10,072,150

9,612,491

End of period (including undistributed net investment income of $102,433 and undistributed net investment income of $120,198, respectively)

$ 8,752,967

$ 10,072,150

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.07

$ 28.57

$ 23.68

$ 47.34

$ 36.47

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .42

  .31

  .31

  .46

  .44

Net realized and unrealized gain (loss)

  (2.52)

  3.51

  4.84

  (22.08)

  11.76

Total from investment operations

  (2.10)

  3.82

  5.15

  (21.62)

  12.20

Distributions from net investment income

  (.38)

  (.28)

  (.26)

  (.37)

  (.35)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.54)

  (.32)

  (.26)

  (2.04)

  (1.33)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Total Return A,B

  (6.71)%

  13.43%

  22.14%

  (47.65)%

  34.54%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of fee waivers, if any

  1.29%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of all reductions

  1.25%

  1.28%

  1.32%

  1.29%

  1.22%

Net investment income (loss)

  1.31%

  1.06%

  1.28%

  1.27%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 320

$ 392

$ 414

$ 380

$ 417

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.81

$ 28.35

$ 23.49

$ 47.06

$ 36.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .23

  .24

  .33

  .29

Net realized and unrealized gain (loss)

  (2.51)

  3.48

  4.81

  (21.94)

  11.71

Total from investment operations

  (2.17)

  3.71

  5.05

  (21.61)

  12.00

Distributions from net investment income

  (.30)

  (.21)

  (.19)

  (.29)

  (.26)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.46)

  (.25)

  (.19)

  (1.96)

  (1.24)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Total Return A,B

  (6.96)%

  13.14%

  21.79%

  (47.84)%

  34.08%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.56%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of fee waivers, if any

  1.55%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of all reductions

  1.51%

  1.56%

  1.60%

  1.64%

  1.60%

Net investment income (loss)

  1.05%

  .79%

  1.00%

  .91%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 61

$ 92

$ 83

$ 64

$ 53

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.60

$ 28.18

$ 23.25

$ 46.70

$ 36.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .08

  .12

  .15

  .08

Net realized and unrealized gain (loss)

  (2.48)

  3.44

  4.81

  (21.77)

  11.64

Total from investment operations

  (2.31)

  3.52

  4.93

  (21.62)

  11.72

Distributions from net investment income

  (.12)

  (.06)

  -

  (.16)

  (.16)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.27) H

  (.10)

  -

  (1.83)

  (1.14)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Total Return A,B

  (7.39)%

  12.52%

  21.20%

  (48.11)%

  33.37%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of fee waivers, if any

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of all reductions

  2.02%

  2.08%

  2.11%

  2.15%

  2.10%

Net investment income (loss)

  .54%

  .27%

  .49%

  .40%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 10

$ 14

$ 16

$ 15

$ 17

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.68

$ 28.23

$ 23.31

$ 46.82

$ 36.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .09

  .12

  .15

  .09

Net realized and unrealized gain (loss)

  (2.49)

  3.45

  4.82

  (21.82)

  11.66

Total from investment operations

  (2.31)

  3.54

  4.94

  (21.67)

  11.75

Distributions from net investment income

  (.14)

  (.05)

  (.02)

  (.17)

  (.14)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.29) H

  (.09)

  (.02)

  (1.84)

  (1.12)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Total Return A,B

  (7.37)%

  12.54%

  21.22%

  (48.10)%

  33.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.05%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of fee waivers, if any

  2.04%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of all reductions

  2.00%

  2.05%

  2.09%

  2.13%

  2.08%

Net investment income (loss)

  .56%

  .30%

  .51%

  .42%

  .22%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 33

$ 44

$ 43

$ 36

$ 28

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.34

$ 28.79

$ 23.88

$ 47.68

$ 36.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .40

  .37

  .57

  .53

Net realized and unrealized gain (loss)

  (2.54)

  3.54

  4.88

  (22.29)

  11.84

Total from investment operations

  (2.01)

  3.94

  5.25

  (21.72)

  12.37

Distributions from net investment income

  (.48)

  (.35)

  (.34)

  (.41)

  (.38)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.64)

  (.39)

  (.34)

  (2.08)

  (1.36)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Total Return A

  (6.39)%

  13.76%

  22.47%

  (47.55)%

  34.85%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .97%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of fee waivers, if any

  .96%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of all reductions

  .92%

  1.00%

  1.07%

  1.05%

  1.00%

Net investment income (loss)

  1.64%

  1.35%

  1.53%

  1.51%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,806

$ 8,133

$ 8,114

$ 6,999

$ 14,176

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  (.16)

  (.04)

  -

  -

Total distributions

  (.70)J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B,C

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  75%

  82%

  98%

  79%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.31

$ 28.77

$ 23.91

$ 47.73

$ 36.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .41

  .39

  .53

  .55

Net realized and unrealized gain (loss)

  (2.55)

  3.55

  4.86

  (22.24)

  11.85

Total from investment operations

  (2.01)

  3.96

  5.25

  (21.71)

  12.40

Distributions from net investment income

  (.50)

  (.38)

  (.39)

  (.44)

  (.40)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.65) G

  (.42)

  (.39)

  (2.11)

  (1.38)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Total Return A

  (6.39)%

  13.84%

  22.52%

  (47.51)%

  34.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .95%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of fee waivers, if any

  .94%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of all reductions

  .90%

  .95%

  1.00%

  1.01%

  .94%

Net investment income (loss)

  1.66%

  1.40%

  1.60%

  1.54%

  1.36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 278

$ 319

$ 267

$ 159

$ 58

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Discovery, Class K 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(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. 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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets and Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 930,158

Gross unrealized depreciation

(996,674)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,516)

 

 

Tax Cost

$ 8,916,909

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 102,538

Capital loss carryforward

$ (1,349,541)

Net unrealized appreciation (depreciation)

$ (66,186)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 198,026

$ 129,796

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,388,928 and $7,826,467, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan 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:

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 937

$ 19

Class T

.25%

.25%

398

1

Class B

.75%

.25%

130

98

Class C

.75%

.25%

399

30

 

 

 

$ 1,864

$ 148

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% to 1% for Class B, 1% 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

$ 56

Class T

11

Class B*

21

Class C*

3

 

$ 91

* 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, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. 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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,138

.30

Class T

248

.31

Class B

41

.31

Class C

121

.30

International Discovery

17,436

.22

Class K

638

.05

Institutional Class

640

.20

 

$ 20,262

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 13,706

.41%

$ 2

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $31 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 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. The value of securities loaned to FCM at period end was $2,654. 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 $6,208, including $213 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $507.

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 $3,884 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 4,617

$ 3,889

Class T

859

633

Class B

51

37

Class C

184

71

International Discovery

121,061

98,508

Class K

18,291

9,602

Institutional Class

4,873

3,682

Total

$ 149,936

$ 116,422

From net realized gain

 

 

Class A

$ 1,880

$ 555

Class T

439

119

Class B

69

23

Class C

209

61

International Discovery

38,831

11,290

Class K

5,143

935

Institutional Class

1,519

391

Total

$ 48,090

$ 13,374

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

2,821

4,849

$ 91,649

$ 142,203

Reinvestment of distributions

173

120

5,606

3,654

Shares redeemed

(4,335)

(7,259)

(139,721)

(215,574)

Net increase (decrease)

(1,341)

(2,290)

$ (42,466)

$ (69,717)

Class T

 

 

 

 

Shares sold

443

1,165

$ 14,328

$ 34,154

Reinvestment of distributions

38

24

1,235

716

Shares redeemed

(1,286)

(1,228)

(41,028)

(35,631)

Net increase (decrease)

(805)

(39)

$ (25,465)

$ (761)

Class B

 

 

 

 

Shares sold

21

105

$ 671

$ 3,047

Reinvestment of distributions

3

2

111

54

Shares redeemed

(130)

(227)

(4,124)

(6,544)

Net increase (decrease)

(106)

(120)

$ (3,342)

$ (3,443)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

183

356

$ 5,847

$ 10,567

Reinvestment of distributions

11

4

344

116

Shares redeemed

(437)

(515)

(13,875)

(14,926)

Net increase (decrease)

(243)

(155)

$ (7,684)

$ (4,243)

International Discovery

 

 

 

 

Shares sold

32,543

55,460

$ 1,052,266

$ 1,640,231

Reinvestment of distributions

4,718

3,453

153,551

105,461

Shares redeemed

(59,489)

(89,239)

(1,934,353)

(2,636,183)

Net increase (decrease)

(22,228)

(30,326)

$ (728,536)

$ (890,491)

Class K

 

 

 

 

Shares sold

18,148

16,961

$ 593,408

$ 491,304

Reinvestment of distributions

722

346

23,434

10,537

Shares redeemed

(10,275)

(7,377)

(330,258)

(215,813)

Net increase (decrease)

8,595

9,930

$ 286,584

$ 286,028

Institutional Class

 

 

 

 

Shares sold

2,364

4,322

$ 75,348

$ 127,580

Reinvestment of distributions

69

36

2,254

1,083

Shares redeemed

(2,923)

(3,773)

(94,034)

(108,068)

Net increase (decrease)

(490)

585

$ (16,432)

$ 20,595

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Fidelity International Discovery Fund designates 90% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity International Discovery Fund

12/06/2010

$0.414

$0.0348

 

12/31/2010

$0.041

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Discovery Fund

dif30730

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Discovery Fund

dif30732

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

* 0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

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Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

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For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

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Fidelity Investments
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Selling shares

Fidelity Investments
P.O. Box 770001
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General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
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Selling shares

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P.O. Box 770001
Cincinnati, OH 45277-0035

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Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual 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 (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

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

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(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
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Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

IGI-UANN-1211
1.807257.107

(Fidelity Logo)

Fidelity Advisor®

International Discovery

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® International Discovery Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge) A, E

-12.08%

-3.02%

6.74%

  Class T (incl. 3.50% sales charge) B, E

-10.22%

-2.85%

6.76%

  Class B (incl. contingent deferred sales charge) C, E

-11.98%

-3.02%

6.77%

  Class C (incl. contingent deferred sales charge) D , E

-8.29%

-2.64%

6.80%

A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005 are those of Fidelity® International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to January 6, 2005 would have been lower.

B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005 are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to January 6, 2005 would have been lower.

C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005 are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to January 6, 2005 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five year, and past 10 year total return figures are 5%, 2%, and 0% respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005 are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to January 6, 2005 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five year, and past 10 year total return figures are 1%, 0%, and 0% respectively.

E Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Discovery Fund - Class A on October 31, 2001 and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class A took place on January 6, 2005. See the previous page for additional information regarding the performance of Class A.

dif30746

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Kennedy, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -6.71%, -6.96, -7.39% and -7.37%, respectively (excluding sales charges), lagging the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock selection and currency exposure detracted from relative performance, particularly in emerging markets (an out-of-index investment); the Asia Pacific ex Japan region; and the United Kingdom. Positioning in energy and financials most hampered returns. Individual disappointments included French bank BNP Paribas, whose stock fell amid worries over its exposure to Greek debt, and Danish brewery Carlsberg, whose earnings suffered from a spike in Russian grain prices. The fund also was hurt by not owning Swiss pharmaceuticals firm and index component Roche Holding. Conversely, defensive positioning in Japan and Europe helped, as did security selection in consumer discretionary and information technology. A non-index stake in Japanese online retailer Start Today benefited from growth in Internet purchases, while shares of U.K. software company Autonomy jumped following a premium acquisition offer. Some of these names were no longer in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.29%

 

 

 

Actual

 

$ 1,000.00

$ 827.20

$ 5.94

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.56

Class T

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 825.90

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class B

2.05%

 

 

 

Actual

 

$ 1,000.00

$ 824.20

$ 9.43

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.41

Class C

2.04%

 

 

 

Actual

 

$ 1,000.00

$ 824.30

$ 9.38

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.36

International Discovery

.96%

 

 

 

Actual

 

$ 1,000.00

$ 828.60

$ 4.42

HypotheticalA

 

$ 1,000.00

$ 1,020.37

$ 4.89

Class K

.79%

 

 

 

Actual

 

$ 1,000.00

$ 829.20

$ 3.64

HypotheticalA

 

$ 1,000.00

$ 1,021.22

$ 4.02

Institutional Class

.95%

 

 

 

Actual

 

$ 1,000.00

$ 828.40

$ 4.38

HypotheticalA

 

$ 1,000.00

$ 1,020.42

$ 4.84

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 21.0%

 

dif30472

Japan 15.8%

 

dif30474

France 9.1%

 

dif30476

Switzerland 6.8%

 

dif30478

Germany 6.3%

 

dif30480

Australia 3.5%

 

dif30482

Netherlands 3.4%

 

dif30484

Cayman Islands 2.8%

 

dif30486

Korea (South) 2.5%

 

dif30488

Other 28.8%

 

dif30758

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 21.3%

 

dif30472

Japan 16.2%

 

dif30474

France 8.8%

 

dif30476

Germany 7.7%

 

dif30478

Switzerland 5.2%

 

dif30480

Australia 4.1%

 

dif30482

United States of America 3.7%

 

dif30484

Netherlands 3.3%

 

dif30486

Denmark 3.1%

 

dif30488

Other 26.6%

 

dif30770

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.9

98.7

Short-Term Investments and Net Other Assets

0.1

1.3

Top Ten Stocks as of October 31, 2011

 

% 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)

2.8

2.8

Nestle SA (Switzerland, Food Products)

2.0

0.9

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.8

0.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.7

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.5

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

1.0

Japan Tobacco, Inc. (Japan, Tobacco)

1.3

0.5

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.3

1.5

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.2

1.3

 

16.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.3

Consumer Discretionary

18.6

17.3

Consumer Staples

12.6

8.2

Information Technology

9.8

8.7

Industrials

9.6

14.3

Energy

7.5

8.5

Health Care

7.2

6.2

Telecommunication Services

6.4

5.3

Materials

6.0

8.7

Utilities

0.9

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value (000s)

Australia - 3.5%

Australia & New Zealand Banking Group Ltd.

4,456,031

$ 100,700

carsales.com Ltd. (d)

3,966,844

20,509

Commonwealth Bank of Australia

1,268,063

65,147

Fortescue Metals Group Ltd.

3,503,390

17,599

Macquarie Group Ltd.

472,090

12,156

Newcrest Mining Ltd.

1,658,172

58,608

WorleyParsons Ltd.

993,898

28,850

TOTAL AUSTRALIA

303,569

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

101,380

2,951

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

825,990

9,166

Bailiwick of Jersey - 2.0%

Experian PLC

3,236,600

42,187

Shire PLC

2,310,400

72,527

Velti PLC (a)

290,405

2,445

Wolseley PLC

1,930,464

55,820

TOTAL BAILIWICK OF JERSEY

172,979

Belgium - 0.3%

Anheuser-Busch InBev SA NV

542,427

30,085

Bermuda - 1.0%

African Minerals Ltd. (a)

2,899,600

20,599

Cheung Kong Infrastructure Holdings Ltd.

6,530,000

34,979

Li & Fung Ltd.

9,616,000

18,532

Noble Group Ltd.

11,199,364

13,670

TOTAL BERMUDA

87,780

Brazil - 2.1%

Anhanguera Educacional Participacoes SA

1,834,900

26,981

Arezzo Industria e Comercio SA

849,800

11,234

Itau Unibanco Banco Multiplo SA sponsored ADR

1,260,500

24,101

Qualicorp SA

4,305,000

39,360

Souza Cruz Industria Comerico

3,799,000

46,592

TIM Participacoes SA sponsored ADR (d)

1,447,849

37,702

TOTAL BRAZIL

185,970

Common Stocks - continued

Shares

Value (000s)

British Virgin Islands - 0.5%

Arcos Dorados Holdings, Inc.

731,300

$ 17,112

Mail.ru Group Ltd. GDR (Reg. S)

713,000

24,563

TOTAL BRITISH VIRGIN ISLANDS

41,675

Canada - 1.2%

Canadian Natural Resources Ltd.

573,500

20,228

InterOil Corp. (a)(d)

204,400

9,711

Open Text Corp. (a)(d)

769,600

47,102

Trinidad Drilling Ltd.

3,430,500

26,842

TOTAL CANADA

103,883

Cayman Islands - 2.8%

Airtac International Group

2,543,000

14,233

Belle International Holdings Ltd.

10,683,000

20,952

Biostime International Holdings Ltd.

8,183,000

14,593

Bosideng International Holdings Ltd.

43,814,000

12,078

China Kanghui Holdings sponsored ADR (a)(d)

1,747,000

27,375

China Mengniu Dairy Co. Ltd.

6,180,000

19,693

China ZhengTong Auto Services Holdings Ltd.

14,117,500

15,287

Ctrip.com International Ltd. sponsored ADR (a)

915,000

31,897

Hengdeli Holdings Ltd.

28,576,000

12,811

Microport Scientific Corp.

8,277,000

4,678

Sands China Ltd. (a)

17,144,800

51,523

Shenguan Holdings Group Ltd.

35,412,000

19,025

TOTAL CAYMAN ISLANDS

244,145

China - 1.3%

Baidu.com, Inc. sponsored ADR (a)

394,600

55,315

China Telecom Corp. Ltd. (H Shares)

41,444,000

25,588

SINA Corp. (a)(d)

310,200

25,216

Zhaojin Mining Industry Co. Ltd. (H Shares)

4,984,000

8,898

TOTAL CHINA

115,017

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)(e)

216,330

240

Denmark - 2.2%

Novo Nordisk A/S Series B

1,029,289

109,293

William Demant Holding A/S (a)

984,500

78,551

TOTAL DENMARK

187,844

Common Stocks - continued

Shares

Value (000s)

Finland - 0.7%

Amer Group PLC (A Shares)

1,325,300

$ 18,322

Nokian Tyres PLC

1,213,133

44,574

TOTAL FINLAND

62,896

France - 9.1%

Air Liquide SA

307,100

39,843

Arkema SA

436,670

29,874

Atos Origin SA

1,058,073

51,279

AXA SA

3,922,902

63,898

BNP Paribas SA

1,322,566

60,125

Club Mediterranee SA (a)

470,000

8,917

Danone

1,265,300

88,078

Iliad SA

625,259

73,187

Ipsos SA

54,516

1,790

JC Decaux SA (a)

652,300

17,481

LVMH Moet Hennessy - Louis Vuitton

621,877

103,489

Pernod-Ricard SA

329,525

30,782

PPR SA

398,700

62,294

Safran SA

714,800

23,415

Sanofi-aventis

953,011

68,187

Schneider Electric SA

529,528

31,255

Societe Generale Series A

685,447

20,015

Unibail-Rodamco

118,400

23,677

TOTAL FRANCE

797,586

Germany - 5.1%

Aareal Bank AG (a)

1,131,037

22,993

Allianz AG

325,100

36,537

Bayer AG

767,558

49,176

Bayerische Motoren Werke AG (BMW)

834,676

68,221

Commerzbank AG (a)

4,229,500

10,436

Deutsche Bank AG

1,018,100

42,103

Fresenius Medical Care AG & Co. KGaA

940,100

68,492

GEA Group AG

992,880

27,433

Gerry Weber International AG (Bearer)

320,600

9,983

Kabel Deutschland Holding AG (a)

1,085,800

61,999

Siemens AG

475,549

49,855

TOTAL GERMANY

447,228

Hong Kong - 1.5%

AIA Group Ltd.

13,058,400

39,929

China Unicom (Hong Kong) Ltd.

12,452,000

25,036

Common Stocks - continued

Shares

Value (000s)

Hong Kong - continued

I.T Ltd.

14,631,000

$ 9,112

Techtronic Industries Co. Ltd.

65,201,500

56,415

TOTAL HONG KONG

130,492

India - 1.6%

Apollo Hospitals Enterprise Ltd.

1,432,254

15,263

Bharti Airtel Ltd.

5,744,231

46,004

Housing Development Finance Corp. Ltd.

2,696,342

37,945

Larsen & Toubro Ltd.

279,321

8,057

Shriram Transport Finance Co. Ltd.

732,049

9,165

The Jammu & Kashmir Bank Ltd.

545,569

9,407

Titan Industries Ltd.

3,211,760

14,263

TOTAL INDIA

140,104

Indonesia - 0.6%

PT Astra International Tbk

1,338,500

10,321

PT Sarana Menara Nusantara Tbk (a)

13,136,500

13,282

PT Tower Bersama Infrastructure Tbk

55,223,500

12,852

PT XL Axiata Tbk

22,623,000

12,653

TOTAL INDONESIA

49,108

Ireland - 1.4%

Accenture PLC Class A

719,100

43,333

James Hardie Industries NV CDI (a)

5,530,462

35,824

Kenmare Resources PLC (a)

5,264,162

3,435

Paddy Power PLC (Ireland)

728,700

40,338

TOTAL IRELAND

122,930

Israel - 0.6%

Check Point Software Technologies Ltd. (a)

517,600

29,829

Israel Chemicals Ltd.

1,513,500

18,212

TOTAL ISRAEL

48,041

Italy - 1.4%

Intesa Sanpaolo SpA

8,188,112

14,629

Prada SpA

2,305,100

11,395

Prysmian SpA

1,473,800

22,334

Saipem SpA

1,580,606

70,872

TOTAL ITALY

119,230

Japan - 15.8%

ABC-Mart, Inc.

1,529,000

59,886

Aozora Bank Ltd.

4,562,000

11,534

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Asics Corp.

3,605,000

$ 47,798

Calbee, Inc. (d)

700,800

31,951

Canon, Inc.

1,744,350

79,200

Cosmos Pharmaceutical Corp.

859,200

39,858

Credit Saison Co. Ltd.

1,323,500

25,830

DeNA Co. Ltd.

336,000

14,504

Denso Corp.

1,300,300

39,994

Digital Garage, Inc. (a)

2,715

8,890

Don Quijote Co. Ltd.

1,367,200

50,088

Fanuc Corp.

381,000

61,612

Honda Motor Co. Ltd.

1,966,400

58,810

Japan Retail Fund Investment Corp.

1,225

1,897

Japan Tobacco, Inc.

22,266

111,303

JS Group Corp.

1,457,600

30,569

JSR Corp.

2,283,400

43,596

Kakaku.com, Inc.

810,600

32,100

KDDI Corp.

10,315

75,571

Keyence Corp.

192,600

48,967

Misumi Group, Inc.

1,254,900

26,114

Mitsubishi Corp.

2,574,400

52,954

Mitsubishi Estate Co. Ltd.

1,553,000

26,307

Mitsubishi UFJ Financial Group, Inc.

15,161,400

65,899

ORIX Corp.

1,321,050

115,310

Rakuten, Inc.

68,670

75,288

So-net M3, Inc. (d)

5,296

23,954

SOFTBANK CORP.

1,375,900

44,661

Start Today Co. Ltd.

2,740,800

57,987

Tokyo Electron Ltd.

309,600

16,468

TOTAL JAPAN

1,378,900

Korea (South) - 2.5%

Hyundai Motor Co.

209,530

42,040

Kia Motors Corp.

453,500

28,966

LG Household & Health Care Ltd.

49,310

22,187

NHN Corp. (a)

64,289

13,362

Orion Corp.

113,331

60,574

Samsung Electronics Co. Ltd.

38,175

32,741

Shinhan Financial Group Co. Ltd.

421,030

16,710

TOTAL KOREA (SOUTH)

216,580

Luxembourg - 1.3%

Brait SA

5,949,360

14,243

Common Stocks - continued

Shares

Value (000s)

Luxembourg - continued

Millicom International Cellular SA

190,400

$ 20,925

Millicom International Cellular SA (depositary receipt)

477,100

52,580

Samsonite International SA

14,826,300

24,124

TOTAL LUXEMBOURG

111,872

Mexico - 0.5%

Wal-Mart de Mexico SA de CV Series V

18,209,000

47,039

Netherlands - 3.4%

AEGON NV (a)

5,028,800

23,986

ASML Holding NV

971,700

40,743

Gemalto NV

1,818,979

82,995

ING Groep NV (Certificaten Van Aandelen) (a)

11,511,300

99,253

Koninklijke Philips Electronics NV

1,247,700

25,977

Randstad Holdings NV

726,367

25,910

TOTAL NETHERLANDS

298,864

Norway - 1.1%

Aker Solutions ASA

1,927,748

22,419

DnB NOR ASA

6,602,355

77,021

TOTAL NORWAY

99,440

Philippines - 0.3%

Alliance Global Group, Inc.

101,250,000

25,173

Poland - 0.3%

Eurocash SA

3,593,990

28,816

Qatar - 0.3%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

23,366

South Africa - 1.0%

AngloGold Ashanti Ltd. sponsored ADR

816,100

36,896

Sanlam Ltd.

5,826,600

21,768

Shoprite Holdings Ltd.

2,042,000

29,926

TOTAL SOUTH AFRICA

88,590

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA

1,836,204

16,528

Banco Santander SA:

rights 10/31/11

6,080,392

1,052

(Spain)

6,080,392

51,471

Inditex SA

280,831

25,557

Common Stocks - continued

Shares

Value (000s)

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

382,900

$ 19,103

Viscofan Envolturas Celulosicas SA

515,100

19,824

TOTAL SPAIN

133,535

Sweden - 1.3%

Elekta AB (B Shares)

316,100

12,650

Intrum Justitia AB

111,800

1,839

Meda AB (A Shares)

1,713,200

17,501

Swedbank AB (A Shares)

3,382,000

47,647

Swedish Match Co.

1,052,600

36,424

TOTAL SWEDEN

116,061

Switzerland - 6.8%

Adecco SA (Reg.)

548,529

26,509

Compagnie Financiere Richemont SA Series A

315,194

18,049

Kuehne & Nagel International AG

197,400

24,586

Nestle SA

2,973,853

172,491

Partners Group Holding

230,056

43,125

Schindler Holding AG (participation certificate)

554,147

65,168

The Swatch Group AG (Bearer)

98,950

41,901

Transocean Ltd. (United States)

829,400

47,400

UBS AG (a)

3,755,130

47,472

UBS AG (NY Shares) (a)

1,833,200

23,135

Zurich Financial Services AG

346,539

80,479

TOTAL SWITZERLAND

590,315

Taiwan - 0.5%

Catcher Technology Co. Ltd.

5,046,500

28,117

WPG Holding Co. Ltd.

15,884,570

19,181

TOTAL TAIWAN

47,298

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

6,011,100

10,096

United Kingdom - 21.0%

Aberdeen Asset Management PLC

9,033,732

27,966

Aggreko PLC

484,300

13,334

Anglo American PLC (United Kingdom)

1,293,300

47,702

Ashmore Group PLC

3,169,400

17,585

Aviva PLC

6,344,300

34,618

Barclays PLC

22,562,258

69,955

BG Group PLC

5,124,372

111,789

BHP Billiton PLC

4,802,296

151,250

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

BP PLC

11,307,867

$ 83,228

British American Tobacco PLC (United Kingdom)

3,366,600

154,388

British Land Co. PLC

5,756,734

47,262

Burberry Group PLC

1,970,900

42,504

Carphone Warehouse Group PLC

15,119,465

85,346

Diageo PLC

1,603,635

33,195

GlaxoSmithKline PLC

3,131,100

70,282

HSBC Holdings PLC (United Kingdom)

11,905,657

103,900

Imperial Tobacco Group PLC

1,488,285

54,427

International Personal Finance PLC

9,411,888

41,503

Jazztel PLC (a)(d)

3,802,400

21,996

Legal & General Group PLC

30,442,457

54,098

Lloyds Banking Group PLC (a)

49,557,364

25,632

Micro Focus International PLC

2,166,900

11,834

National Grid PLC

4,386,000

43,614

Ocado Group PLC (a)(d)

14,388,400

21,670

Reckitt Benckiser Group PLC

414,431

21,314

Royal Dutch Shell PLC Class B

6,770,160

242,949

Royalblue Group PLC

128,356

3,358

SuperGroup PLC (a)(d)

960,741

9,641

The Weir Group PLC

599,600

18,504

Ultra Electronics Holdings PLC

614,667

15,737

Vodafone Group PLC

46,662,143

129,590

Xstrata PLC

1,728,100

29,056

TOTAL UNITED KINGDOM

1,839,227

United States of America - 1.9%

Citrix Systems, Inc. (a)

546,700

39,816

Cognizant Technology Solutions Corp. Class A (a)

298,200

21,694

Green Mountain Coffee Roasters, Inc. (a)

180,700

11,749

MasterCard, Inc. Class A

165,200

57,364

Virgin Media, Inc.

1,603,800

39,101

TOTAL UNITED STATES OF AMERICA

169,724

TOTAL COMMON STOCKS

(Cost $8,600,939)


8,627,815

Nonconvertible Preferred Stocks - 1.3%

Shares

Value (000s)

Germany - 1.2%

ProSiebenSat.1 Media AG

40,648

$ 872

Volkswagen AG

569,500

99,935

TOTAL GERMANY

100,807

Italy - 0.1%

Fiat Industrial SpA (a)

2,156,296

13,231

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $90,158)


114,038

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

27,641,463

27,641

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

80,899,017

80,899

TOTAL MONEY MARKET FUNDS

(Cost $108,540)


108,540

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $8,799,637)

8,850,393

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(97,426)

NET ASSETS - 100%

$ 8,752,967

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

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

$ 112

Fidelity Securities Lending Cash Central Fund

6,208

Total

$ 6,320

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aisi Realty Public Ltd.

$ 607

$ -

$ -

$ -

$ 240

Ashmore Global Opportunities Ltd. (United States)

-

10,376

-

259

-

Boyner Buyuk Magazacilik A/S

11,256

2,951

-

-

10,096

Total

$ 11,863

$ 13,327

$ -

$ 259

$ 10,336

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,839,227

$ 696,626

$ 1,142,601

$ -

Japan

1,378,900

-

1,378,900

-

France

797,586

729,399

68,187

-

Switzerland

590,315

542,843

47,472

-

Germany

548,035

387,585

160,450

-

Australia

303,569

-

303,569

-

Netherlands

298,864

149,648

149,216

-

Cayman Islands

244,145

59,272

184,873

-

Korea (South)

216,580

-

216,580

-

Other

2,524,632

1,704,716

819,916

-

Money Market Funds

108,540

108,540

-

-

Total Investments in Securities:

$ 8,850,393

$ 4,378,629

$ 4,471,764

$ -

Transfers from Level 1 to Level 2 during the period were $1,331,743,000.

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

$ 607

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(607)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,349,541,000 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $73,811) - See accompanying schedule:

Unaffiliated issuers (cost $8,669,458)

$ 8,731,517

 

Fidelity Central Funds (cost $108,540)

108,540

 

Other affiliated issuers (cost $21,639)

10,336

 

Total Investments (cost $8,799,637)

 

$ 8,850,393

Foreign currency held at value (cost $37,392)

37,392

Receivable for investments sold

89,865

Receivable for fund shares sold

6,925

Dividends receivable

18,912

Distributions receivable from Fidelity Central Funds

280

Prepaid expenses

35

Other receivables

5,269

Total assets

9,009,071

 

 

 

Liabilities

Payable to custodian bank

$ 756

Payable for investments purchased

155,082

Payable for fund shares redeemed

11,410

Accrued management fee

4,698

Distribution and service plan fees payable

125

Other affiliated payables

1,638

Other payables and accrued expenses

1,496

Collateral on securities loaned, at value

80,899

Total liabilities

256,104

 

 

 

Net Assets

$ 8,752,967

Net Assets consist of:

 

Paid in capital

$ 10,067,323

Undistributed net investment income

102,433

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,466,813)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

50,024

Net Assets

$ 8,752,967

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 Class A:

Net Asset Value and redemption price per share
($319,917 ÷ 10,869.3 shares)

$ 29.43

 

 

 

Maximum offering price per share (100/94.25 of $29.43)

$ 31.23

Class T:
Net Asset Value
and redemption price per share ($60,905 ÷ 2,087.0 shares)

$ 29.18

 

 

 

Maximum offering price per share (100/96.50 of $29.18)

$ 30.24

Class B:
Net Asset Value
and offering price per share
($10,183 ÷ 350.9 shares)A

$ 29.02

 

 

 

Class C:
Net Asset Value
and offering price per share
($32,911 ÷ 1,131.9 shares)A

$ 29.08

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($6,806,183 ÷ 229,250.8 shares)

$ 29.69

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,244,550 ÷ 41,955.8 shares)

$ 29.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($278,318 ÷ 9,386.6 shares)

$ 29.65

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $259 earned from other affiliated issuers)

 

$ 263,448

Interest

 

3

Income from Fidelity Central Funds

 

6,320

Income before foreign taxes withheld

 

269,771

Less foreign taxes withheld

 

(16,970)

Total income

 

252,801

 

 

 

Expenses

Management fee
Basic fee

$ 69,910

Performance adjustment

(475)

Transfer agent fees

20,262

Distribution and service plan fees

1,864

Accounting and security lending fees

1,798

Custodian fees and expenses

1,713

Independent trustees' compensation

55

Registration fees

186

Audit

122

Legal

40

Interest

2

Miscellaneous

107

Total expenses before reductions

95,584

Expense reductions

(4,391)

91,193

Net investment income (loss)

161,608

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

506,179

Foreign currency transactions

(4,241)

Total net realized gain (loss)

 

501,938

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $8,547)

(1,246,049)

Assets and liabilities in foreign currencies

(1,473)

Total change in net unrealized appreciation (depreciation)

 

(1,247,522)

Net gain (loss)

(745,584)

Net increase (decrease) in net assets resulting from operations

$ (583,976)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 161,608

$ 130,595

Net realized gain (loss)

501,938

481,821

Change in net unrealized appreciation (depreciation)

(1,247,522)

638,780

Net increase (decrease) in net assets resulting
from operations

(583,976)

1,251,196

Distributions to shareholders from net investment income

(149,936)

(116,422)

Distributions to shareholders from net realized gain

(48,090)

(13,374)

Total distributions

(198,026)

(129,796)

Share transactions - net increase (decrease)

(537,341)

(662,032)

Redemption fees

160

291

Total increase (decrease) in net assets

(1,319,183)

459,659

 

 

 

Net Assets

Beginning of period

10,072,150

9,612,491

End of period (including undistributed net investment income of $102,433 and undistributed net investment income of $120,198, respectively)

$ 8,752,967

$ 10,072,150

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.07

$ 28.57

$ 23.68

$ 47.34

$ 36.47

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .42

  .31

  .31

  .46

  .44

Net realized and unrealized gain (loss)

  (2.52)

  3.51

  4.84

  (22.08)

  11.76

Total from investment operations

  (2.10)

  3.82

  5.15

  (21.62)

  12.20

Distributions from net investment income

  (.38)

  (.28)

  (.26)

  (.37)

  (.35)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.54)

  (.32)

  (.26)

  (2.04)

  (1.33)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Total Return A,B

  (6.71)%

  13.43%

  22.14%

  (47.65)%

  34.54%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of fee waivers, if any

  1.29%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of all reductions

  1.25%

  1.28%

  1.32%

  1.29%

  1.22%

Net investment income (loss)

  1.31%

  1.06%

  1.28%

  1.27%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 320

$ 392

$ 414

$ 380

$ 417

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.81

$ 28.35

$ 23.49

$ 47.06

$ 36.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .23

  .24

  .33

  .29

Net realized and unrealized gain (loss)

  (2.51)

  3.48

  4.81

  (21.94)

  11.71

Total from investment operations

  (2.17)

  3.71

  5.05

  (21.61)

  12.00

Distributions from net investment income

  (.30)

  (.21)

  (.19)

  (.29)

  (.26)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.46)

  (.25)

  (.19)

  (1.96)

  (1.24)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Total Return A,B

  (6.96)%

  13.14%

  21.79%

  (47.84)%

  34.08%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.56%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of fee waivers, if any

  1.55%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of all reductions

  1.51%

  1.56%

  1.60%

  1.64%

  1.60%

Net investment income (loss)

  1.05%

  .79%

  1.00%

  .91%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 61

$ 92

$ 83

$ 64

$ 53

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.60

$ 28.18

$ 23.25

$ 46.70

$ 36.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .08

  .12

  .15

  .08

Net realized and unrealized gain (loss)

  (2.48)

  3.44

  4.81

  (21.77)

  11.64

Total from investment operations

  (2.31)

  3.52

  4.93

  (21.62)

  11.72

Distributions from net investment income

  (.12)

  (.06)

  -

  (.16)

  (.16)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.27) H

  (.10)

  -

  (1.83)

  (1.14)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Total Return A,B

  (7.39)%

  12.52%

  21.20%

  (48.11)%

  33.37%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of fee waivers, if any

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of all reductions

  2.02%

  2.08%

  2.11%

  2.15%

  2.10%

Net investment income (loss)

  .54%

  .27%

  .49%

  .40%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 10

$ 14

$ 16

$ 15

$ 17

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.68

$ 28.23

$ 23.31

$ 46.82

$ 36.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .09

  .12

  .15

  .09

Net realized and unrealized gain (loss)

  (2.49)

  3.45

  4.82

  (21.82)

  11.66

Total from investment operations

  (2.31)

  3.54

  4.94

  (21.67)

  11.75

Distributions from net investment income

  (.14)

  (.05)

  (.02)

  (.17)

  (.14)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.29) H

  (.09)

  (.02)

  (1.84)

  (1.12)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Total Return A,B

  (7.37)%

  12.54%

  21.22%

  (48.10)%

  33.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.05%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of fee waivers, if any

  2.04%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of all reductions

  2.00%

  2.05%

  2.09%

  2.13%

  2.08%

Net investment income (loss)

  .56%

  .30%

  .51%

  .42%

  .22%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 33

$ 44

$ 43

$ 36

$ 28

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.34

$ 28.79

$ 23.88

$ 47.68

$ 36.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .40

  .37

  .57

  .53

Net realized and unrealized gain (loss)

  (2.54)

  3.54

  4.88

  (22.29)

  11.84

Total from investment operations

  (2.01)

  3.94

  5.25

  (21.72)

  12.37

Distributions from net investment income

  (.48)

  (.35)

  (.34)

  (.41)

  (.38)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.64)

  (.39)

  (.34)

  (2.08)

  (1.36)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Total Return A

  (6.39)%

  13.76%

  22.47%

  (47.55)%

  34.85%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .97%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of fee waivers, if any

  .96%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of all reductions

  .92%

  1.00%

  1.07%

  1.05%

  1.00%

Net investment income (loss)

  1.64%

  1.35%

  1.53%

  1.51%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,806

$ 8,133

$ 8,114

$ 6,999

$ 14,176

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  (.16)

  (.04)

  -

  -

Total distributions

  (.70)J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B,C

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  75%

  82%

  98%

  79%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.31

$ 28.77

$ 23.91

$ 47.73

$ 36.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .41

  .39

  .53

  .55

Net realized and unrealized gain (loss)

  (2.55)

  3.55

  4.86

  (22.24)

  11.85

Total from investment operations

  (2.01)

  3.96

  5.25

  (21.71)

  12.40

Distributions from net investment income

  (.50)

  (.38)

  (.39)

  (.44)

  (.40)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.65) G

  (.42)

  (.39)

  (2.11)

  (1.38)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Total Return A

  (6.39)%

  13.84%

  22.52%

  (47.51)%

  34.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .95%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of fee waivers, if any

  .94%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of all reductions

  .90%

  .95%

  1.00%

  1.01%

  .94%

Net investment income (loss)

  1.66%

  1.40%

  1.60%

  1.54%

  1.36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 278

$ 319

$ 267

$ 159

$ 58

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Discovery, Class K 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(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. 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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets and Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 930,158

Gross unrealized depreciation

(996,674)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,516)

 

 

Tax Cost

$ 8,916,909

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 102,538

Capital loss carryforward

$ (1,349,541)

Net unrealized appreciation (depreciation)

$ (66,186)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 198,026

$ 129,796

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,388,928 and $7,826,467, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan 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:

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 937

$ 19

Class T

.25%

.25%

398

1

Class B

.75%

.25%

130

98

Class C

.75%

.25%

399

30

 

 

 

$ 1,864

$ 148

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% to 1% for Class B, 1% 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

$ 56

Class T

11

Class B*

21

Class C*

3

 

$ 91

* 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, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. 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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,138

.30

Class T

248

.31

Class B

41

.31

Class C

121

.30

International Discovery

17,436

.22

Class K

638

.05

Institutional Class

640

.20

 

$ 20,262

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 13,706

.41%

$ 2

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $31 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 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. The value of securities loaned to FCM at period end was $2,654. 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 $6,208, including $213 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $507.

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 $3,884 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 4,617

$ 3,889

Class T

859

633

Class B

51

37

Class C

184

71

International Discovery

121,061

98,508

Class K

18,291

9,602

Institutional Class

4,873

3,682

Total

$ 149,936

$ 116,422

From net realized gain

 

 

Class A

$ 1,880

$ 555

Class T

439

119

Class B

69

23

Class C

209

61

International Discovery

38,831

11,290

Class K

5,143

935

Institutional Class

1,519

391

Total

$ 48,090

$ 13,374

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

2,821

4,849

$ 91,649

$ 142,203

Reinvestment of distributions

173

120

5,606

3,654

Shares redeemed

(4,335)

(7,259)

(139,721)

(215,574)

Net increase (decrease)

(1,341)

(2,290)

$ (42,466)

$ (69,717)

Class T

 

 

 

 

Shares sold

443

1,165

$ 14,328

$ 34,154

Reinvestment of distributions

38

24

1,235

716

Shares redeemed

(1,286)

(1,228)

(41,028)

(35,631)

Net increase (decrease)

(805)

(39)

$ (25,465)

$ (761)

Class B

 

 

 

 

Shares sold

21

105

$ 671

$ 3,047

Reinvestment of distributions

3

2

111

54

Shares redeemed

(130)

(227)

(4,124)

(6,544)

Net increase (decrease)

(106)

(120)

$ (3,342)

$ (3,443)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

183

356

$ 5,847

$ 10,567

Reinvestment of distributions

11

4

344

116

Shares redeemed

(437)

(515)

(13,875)

(14,926)

Net increase (decrease)

(243)

(155)

$ (7,684)

$ (4,243)

International Discovery

 

 

 

 

Shares sold

32,543

55,460

$ 1,052,266

$ 1,640,231

Reinvestment of distributions

4,718

3,453

153,551

105,461

Shares redeemed

(59,489)

(89,239)

(1,934,353)

(2,636,183)

Net increase (decrease)

(22,228)

(30,326)

$ (728,536)

$ (890,491)

Class K

 

 

 

 

Shares sold

18,148

16,961

$ 593,408

$ 491,304

Reinvestment of distributions

722

346

23,434

10,537

Shares redeemed

(10,275)

(7,377)

(330,258)

(215,813)

Net increase (decrease)

8,595

9,930

$ 286,584

$ 286,028

Institutional Class

 

 

 

 

Shares sold

2,364

4,322

$ 75,348

$ 127,580

Reinvestment of distributions

69

36

2,254

1,083

Shares redeemed

(2,923)

(3,773)

(94,034)

(108,068)

Net increase (decrease)

(490)

585

$ (16,432)

$ 20,595

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class A, T, B and C designate 100% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/2010

$0.345

$0.0348

 

12/31/2010

$0.041

$0.0000

Class T

12/06/2010

$0.293

$0.0348

 

12/31/2010

$0.041

$0.0000

Class B

12/06/2010

$0.166

$0.0348

 

12/31/2010

$0.041

$0.0000

Class C

12/06/2010

$0.180

$0.0348

 

12/31/2010

$0.041

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Discovery Fund

dif30730

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Discovery Fund

dif30732

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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

The Northern Trust Company

Chicago, IL

dif30550

AID-UANN-1211
1.806656.106

(Fidelity Logo)

Fidelity Advisor®

International Discovery

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Discovery Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the fund's 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10 years

  Institutional Class A, B

-6.39%

-1.55%

7.62%

A The initial offering of Institutional Class shares took place on January 6, 2005. Returns prior to January 6, 2005 are those of Fidelity® International Discovery Fund, the original class of the fund.

B Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Discovery Fund - Institutional Class on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Institutional Class took place on January 6, 2005. See above for additional information regarding the performance of Institutional Class.

dif30787

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from William Kennedy, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Institutional Class shares returned -6.39%, lagging the -3.97% return of the MSCI EAFE® (Europe, Australasia, Far East) Index. Stock selection and currency exposure detracted from relative performance, particularly in emerging markets (an out-of-index investment); the Asia Pacific ex Japan region; and the United Kingdom. Positioning in energy and financials most hampered returns. Individual disappointments included French bank BNP Paribas, whose stock fell amid worries over its exposure to Greek debt, and Danish brewery Carlsberg, whose earnings suffered from a spike in Russian grain prices. The fund also was hurt by not owning Swiss pharmaceuticals firm and index component Roche Holding. Conversely, defensive positioning in Japan and Europe helped, as did security selection in consumer discretionary and information technology. A non-index stake in Japanese online retailer Start Today benefited from growth in Internet purchases, while shares of U.K. software company Autonomy jumped following a premium acquisition offer. Some of these names were no longer in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.29%

 

 

 

Actual

 

$ 1,000.00

$ 827.20

$ 5.94

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.56

Class T

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 825.90

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class B

2.05%

 

 

 

Actual

 

$ 1,000.00

$ 824.20

$ 9.43

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.41

Class C

2.04%

 

 

 

Actual

 

$ 1,000.00

$ 824.30

$ 9.38

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.36

International Discovery

.96%

 

 

 

Actual

 

$ 1,000.00

$ 828.60

$ 4.42

HypotheticalA

 

$ 1,000.00

$ 1,020.37

$ 4.89

Class K

.79%

 

 

 

Actual

 

$ 1,000.00

$ 829.20

$ 3.64

HypotheticalA

 

$ 1,000.00

$ 1,021.22

$ 4.02

Institutional Class

.95%

 

 

 

Actual

 

$ 1,000.00

$ 828.40

$ 4.38

HypotheticalA

 

$ 1,000.00

$ 1,020.42

$ 4.84

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 21.0%

 

dif30472

Japan 15.8%

 

dif30474

France 9.1%

 

dif30476

Switzerland 6.8%

 

dif30478

Germany 6.3%

 

dif30480

Australia 3.5%

 

dif30482

Netherlands 3.4%

 

dif30484

Cayman Islands 2.8%

 

dif30486

Korea (South) 2.5%

 

dif30488

Other 28.8%

 

dif30799

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 21.3%

 

dif30472

Japan 16.2%

 

dif30474

France 8.8%

 

dif30476

Germany 7.7%

 

dif30478

Switzerland 5.2%

 

dif30480

Australia 4.1%

 

dif30482

United States of America 3.7%

 

dif30484

Netherlands 3.3%

 

dif30486

Denmark 3.1%

 

dif30488

Other 26.6%

 

dif30811

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.9

98.7

Short-Term Investments and Net Other Assets

0.1

1.3

Top Ten Stocks as of October 31, 2011

 

% 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)

2.8

2.8

Nestle SA (Switzerland, Food Products)

2.0

0.9

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.8

0.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.7

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.5

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

1.0

Japan Tobacco, Inc. (Japan, Tobacco)

1.3

0.5

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.3

1.5

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.2

1.3

 

16.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.3

Consumer Discretionary

18.6

17.3

Consumer Staples

12.6

8.2

Information Technology

9.8

8.7

Industrials

9.6

14.3

Energy

7.5

8.5

Health Care

7.2

6.2

Telecommunication Services

6.4

5.3

Materials

6.0

8.7

Utilities

0.9

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value (000s)

Australia - 3.5%

Australia & New Zealand Banking Group Ltd.

4,456,031

$ 100,700

carsales.com Ltd. (d)

3,966,844

20,509

Commonwealth Bank of Australia

1,268,063

65,147

Fortescue Metals Group Ltd.

3,503,390

17,599

Macquarie Group Ltd.

472,090

12,156

Newcrest Mining Ltd.

1,658,172

58,608

WorleyParsons Ltd.

993,898

28,850

TOTAL AUSTRALIA

303,569

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

101,380

2,951

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

825,990

9,166

Bailiwick of Jersey - 2.0%

Experian PLC

3,236,600

42,187

Shire PLC

2,310,400

72,527

Velti PLC (a)

290,405

2,445

Wolseley PLC

1,930,464

55,820

TOTAL BAILIWICK OF JERSEY

172,979

Belgium - 0.3%

Anheuser-Busch InBev SA NV

542,427

30,085

Bermuda - 1.0%

African Minerals Ltd. (a)

2,899,600

20,599

Cheung Kong Infrastructure Holdings Ltd.

6,530,000

34,979

Li & Fung Ltd.

9,616,000

18,532

Noble Group Ltd.

11,199,364

13,670

TOTAL BERMUDA

87,780

Brazil - 2.1%

Anhanguera Educacional Participacoes SA

1,834,900

26,981

Arezzo Industria e Comercio SA

849,800

11,234

Itau Unibanco Banco Multiplo SA sponsored ADR

1,260,500

24,101

Qualicorp SA

4,305,000

39,360

Souza Cruz Industria Comerico

3,799,000

46,592

TIM Participacoes SA sponsored ADR (d)

1,447,849

37,702

TOTAL BRAZIL

185,970

Common Stocks - continued

Shares

Value (000s)

British Virgin Islands - 0.5%

Arcos Dorados Holdings, Inc.

731,300

$ 17,112

Mail.ru Group Ltd. GDR (Reg. S)

713,000

24,563

TOTAL BRITISH VIRGIN ISLANDS

41,675

Canada - 1.2%

Canadian Natural Resources Ltd.

573,500

20,228

InterOil Corp. (a)(d)

204,400

9,711

Open Text Corp. (a)(d)

769,600

47,102

Trinidad Drilling Ltd.

3,430,500

26,842

TOTAL CANADA

103,883

Cayman Islands - 2.8%

Airtac International Group

2,543,000

14,233

Belle International Holdings Ltd.

10,683,000

20,952

Biostime International Holdings Ltd.

8,183,000

14,593

Bosideng International Holdings Ltd.

43,814,000

12,078

China Kanghui Holdings sponsored ADR (a)(d)

1,747,000

27,375

China Mengniu Dairy Co. Ltd.

6,180,000

19,693

China ZhengTong Auto Services Holdings Ltd.

14,117,500

15,287

Ctrip.com International Ltd. sponsored ADR (a)

915,000

31,897

Hengdeli Holdings Ltd.

28,576,000

12,811

Microport Scientific Corp.

8,277,000

4,678

Sands China Ltd. (a)

17,144,800

51,523

Shenguan Holdings Group Ltd.

35,412,000

19,025

TOTAL CAYMAN ISLANDS

244,145

China - 1.3%

Baidu.com, Inc. sponsored ADR (a)

394,600

55,315

China Telecom Corp. Ltd. (H Shares)

41,444,000

25,588

SINA Corp. (a)(d)

310,200

25,216

Zhaojin Mining Industry Co. Ltd. (H Shares)

4,984,000

8,898

TOTAL CHINA

115,017

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)(e)

216,330

240

Denmark - 2.2%

Novo Nordisk A/S Series B

1,029,289

109,293

William Demant Holding A/S (a)

984,500

78,551

TOTAL DENMARK

187,844

Common Stocks - continued

Shares

Value (000s)

Finland - 0.7%

Amer Group PLC (A Shares)

1,325,300

$ 18,322

Nokian Tyres PLC

1,213,133

44,574

TOTAL FINLAND

62,896

France - 9.1%

Air Liquide SA

307,100

39,843

Arkema SA

436,670

29,874

Atos Origin SA

1,058,073

51,279

AXA SA

3,922,902

63,898

BNP Paribas SA

1,322,566

60,125

Club Mediterranee SA (a)

470,000

8,917

Danone

1,265,300

88,078

Iliad SA

625,259

73,187

Ipsos SA

54,516

1,790

JC Decaux SA (a)

652,300

17,481

LVMH Moet Hennessy - Louis Vuitton

621,877

103,489

Pernod-Ricard SA

329,525

30,782

PPR SA

398,700

62,294

Safran SA

714,800

23,415

Sanofi-aventis

953,011

68,187

Schneider Electric SA

529,528

31,255

Societe Generale Series A

685,447

20,015

Unibail-Rodamco

118,400

23,677

TOTAL FRANCE

797,586

Germany - 5.1%

Aareal Bank AG (a)

1,131,037

22,993

Allianz AG

325,100

36,537

Bayer AG

767,558

49,176

Bayerische Motoren Werke AG (BMW)

834,676

68,221

Commerzbank AG (a)

4,229,500

10,436

Deutsche Bank AG

1,018,100

42,103

Fresenius Medical Care AG & Co. KGaA

940,100

68,492

GEA Group AG

992,880

27,433

Gerry Weber International AG (Bearer)

320,600

9,983

Kabel Deutschland Holding AG (a)

1,085,800

61,999

Siemens AG

475,549

49,855

TOTAL GERMANY

447,228

Hong Kong - 1.5%

AIA Group Ltd.

13,058,400

39,929

China Unicom (Hong Kong) Ltd.

12,452,000

25,036

Common Stocks - continued

Shares

Value (000s)

Hong Kong - continued

I.T Ltd.

14,631,000

$ 9,112

Techtronic Industries Co. Ltd.

65,201,500

56,415

TOTAL HONG KONG

130,492

India - 1.6%

Apollo Hospitals Enterprise Ltd.

1,432,254

15,263

Bharti Airtel Ltd.

5,744,231

46,004

Housing Development Finance Corp. Ltd.

2,696,342

37,945

Larsen & Toubro Ltd.

279,321

8,057

Shriram Transport Finance Co. Ltd.

732,049

9,165

The Jammu & Kashmir Bank Ltd.

545,569

9,407

Titan Industries Ltd.

3,211,760

14,263

TOTAL INDIA

140,104

Indonesia - 0.6%

PT Astra International Tbk

1,338,500

10,321

PT Sarana Menara Nusantara Tbk (a)

13,136,500

13,282

PT Tower Bersama Infrastructure Tbk

55,223,500

12,852

PT XL Axiata Tbk

22,623,000

12,653

TOTAL INDONESIA

49,108

Ireland - 1.4%

Accenture PLC Class A

719,100

43,333

James Hardie Industries NV CDI (a)

5,530,462

35,824

Kenmare Resources PLC (a)

5,264,162

3,435

Paddy Power PLC (Ireland)

728,700

40,338

TOTAL IRELAND

122,930

Israel - 0.6%

Check Point Software Technologies Ltd. (a)

517,600

29,829

Israel Chemicals Ltd.

1,513,500

18,212

TOTAL ISRAEL

48,041

Italy - 1.4%

Intesa Sanpaolo SpA

8,188,112

14,629

Prada SpA

2,305,100

11,395

Prysmian SpA

1,473,800

22,334

Saipem SpA

1,580,606

70,872

TOTAL ITALY

119,230

Japan - 15.8%

ABC-Mart, Inc.

1,529,000

59,886

Aozora Bank Ltd.

4,562,000

11,534

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Asics Corp.

3,605,000

$ 47,798

Calbee, Inc. (d)

700,800

31,951

Canon, Inc.

1,744,350

79,200

Cosmos Pharmaceutical Corp.

859,200

39,858

Credit Saison Co. Ltd.

1,323,500

25,830

DeNA Co. Ltd.

336,000

14,504

Denso Corp.

1,300,300

39,994

Digital Garage, Inc. (a)

2,715

8,890

Don Quijote Co. Ltd.

1,367,200

50,088

Fanuc Corp.

381,000

61,612

Honda Motor Co. Ltd.

1,966,400

58,810

Japan Retail Fund Investment Corp.

1,225

1,897

Japan Tobacco, Inc.

22,266

111,303

JS Group Corp.

1,457,600

30,569

JSR Corp.

2,283,400

43,596

Kakaku.com, Inc.

810,600

32,100

KDDI Corp.

10,315

75,571

Keyence Corp.

192,600

48,967

Misumi Group, Inc.

1,254,900

26,114

Mitsubishi Corp.

2,574,400

52,954

Mitsubishi Estate Co. Ltd.

1,553,000

26,307

Mitsubishi UFJ Financial Group, Inc.

15,161,400

65,899

ORIX Corp.

1,321,050

115,310

Rakuten, Inc.

68,670

75,288

So-net M3, Inc. (d)

5,296

23,954

SOFTBANK CORP.

1,375,900

44,661

Start Today Co. Ltd.

2,740,800

57,987

Tokyo Electron Ltd.

309,600

16,468

TOTAL JAPAN

1,378,900

Korea (South) - 2.5%

Hyundai Motor Co.

209,530

42,040

Kia Motors Corp.

453,500

28,966

LG Household & Health Care Ltd.

49,310

22,187

NHN Corp. (a)

64,289

13,362

Orion Corp.

113,331

60,574

Samsung Electronics Co. Ltd.

38,175

32,741

Shinhan Financial Group Co. Ltd.

421,030

16,710

TOTAL KOREA (SOUTH)

216,580

Luxembourg - 1.3%

Brait SA

5,949,360

14,243

Common Stocks - continued

Shares

Value (000s)

Luxembourg - continued

Millicom International Cellular SA

190,400

$ 20,925

Millicom International Cellular SA (depositary receipt)

477,100

52,580

Samsonite International SA

14,826,300

24,124

TOTAL LUXEMBOURG

111,872

Mexico - 0.5%

Wal-Mart de Mexico SA de CV Series V

18,209,000

47,039

Netherlands - 3.4%

AEGON NV (a)

5,028,800

23,986

ASML Holding NV

971,700

40,743

Gemalto NV

1,818,979

82,995

ING Groep NV (Certificaten Van Aandelen) (a)

11,511,300

99,253

Koninklijke Philips Electronics NV

1,247,700

25,977

Randstad Holdings NV

726,367

25,910

TOTAL NETHERLANDS

298,864

Norway - 1.1%

Aker Solutions ASA

1,927,748

22,419

DnB NOR ASA

6,602,355

77,021

TOTAL NORWAY

99,440

Philippines - 0.3%

Alliance Global Group, Inc.

101,250,000

25,173

Poland - 0.3%

Eurocash SA

3,593,990

28,816

Qatar - 0.3%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

23,366

South Africa - 1.0%

AngloGold Ashanti Ltd. sponsored ADR

816,100

36,896

Sanlam Ltd.

5,826,600

21,768

Shoprite Holdings Ltd.

2,042,000

29,926

TOTAL SOUTH AFRICA

88,590

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA

1,836,204

16,528

Banco Santander SA:

rights 10/31/11

6,080,392

1,052

(Spain)

6,080,392

51,471

Inditex SA

280,831

25,557

Common Stocks - continued

Shares

Value (000s)

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

382,900

$ 19,103

Viscofan Envolturas Celulosicas SA

515,100

19,824

TOTAL SPAIN

133,535

Sweden - 1.3%

Elekta AB (B Shares)

316,100

12,650

Intrum Justitia AB

111,800

1,839

Meda AB (A Shares)

1,713,200

17,501

Swedbank AB (A Shares)

3,382,000

47,647

Swedish Match Co.

1,052,600

36,424

TOTAL SWEDEN

116,061

Switzerland - 6.8%

Adecco SA (Reg.)

548,529

26,509

Compagnie Financiere Richemont SA Series A

315,194

18,049

Kuehne & Nagel International AG

197,400

24,586

Nestle SA

2,973,853

172,491

Partners Group Holding

230,056

43,125

Schindler Holding AG (participation certificate)

554,147

65,168

The Swatch Group AG (Bearer)

98,950

41,901

Transocean Ltd. (United States)

829,400

47,400

UBS AG (a)

3,755,130

47,472

UBS AG (NY Shares) (a)

1,833,200

23,135

Zurich Financial Services AG

346,539

80,479

TOTAL SWITZERLAND

590,315

Taiwan - 0.5%

Catcher Technology Co. Ltd.

5,046,500

28,117

WPG Holding Co. Ltd.

15,884,570

19,181

TOTAL TAIWAN

47,298

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

6,011,100

10,096

United Kingdom - 21.0%

Aberdeen Asset Management PLC

9,033,732

27,966

Aggreko PLC

484,300

13,334

Anglo American PLC (United Kingdom)

1,293,300

47,702

Ashmore Group PLC

3,169,400

17,585

Aviva PLC

6,344,300

34,618

Barclays PLC

22,562,258

69,955

BG Group PLC

5,124,372

111,789

BHP Billiton PLC

4,802,296

151,250

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

BP PLC

11,307,867

$ 83,228

British American Tobacco PLC (United Kingdom)

3,366,600

154,388

British Land Co. PLC

5,756,734

47,262

Burberry Group PLC

1,970,900

42,504

Carphone Warehouse Group PLC

15,119,465

85,346

Diageo PLC

1,603,635

33,195

GlaxoSmithKline PLC

3,131,100

70,282

HSBC Holdings PLC (United Kingdom)

11,905,657

103,900

Imperial Tobacco Group PLC

1,488,285

54,427

International Personal Finance PLC

9,411,888

41,503

Jazztel PLC (a)(d)

3,802,400

21,996

Legal & General Group PLC

30,442,457

54,098

Lloyds Banking Group PLC (a)

49,557,364

25,632

Micro Focus International PLC

2,166,900

11,834

National Grid PLC

4,386,000

43,614

Ocado Group PLC (a)(d)

14,388,400

21,670

Reckitt Benckiser Group PLC

414,431

21,314

Royal Dutch Shell PLC Class B

6,770,160

242,949

Royalblue Group PLC

128,356

3,358

SuperGroup PLC (a)(d)

960,741

9,641

The Weir Group PLC

599,600

18,504

Ultra Electronics Holdings PLC

614,667

15,737

Vodafone Group PLC

46,662,143

129,590

Xstrata PLC

1,728,100

29,056

TOTAL UNITED KINGDOM

1,839,227

United States of America - 1.9%

Citrix Systems, Inc. (a)

546,700

39,816

Cognizant Technology Solutions Corp. Class A (a)

298,200

21,694

Green Mountain Coffee Roasters, Inc. (a)

180,700

11,749

MasterCard, Inc. Class A

165,200

57,364

Virgin Media, Inc.

1,603,800

39,101

TOTAL UNITED STATES OF AMERICA

169,724

TOTAL COMMON STOCKS

(Cost $8,600,939)


8,627,815

Nonconvertible Preferred Stocks - 1.3%

Shares

Value (000s)

Germany - 1.2%

ProSiebenSat.1 Media AG

40,648

$ 872

Volkswagen AG

569,500

99,935

TOTAL GERMANY

100,807

Italy - 0.1%

Fiat Industrial SpA (a)

2,156,296

13,231

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $90,158)


114,038

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

27,641,463

27,641

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

80,899,017

80,899

TOTAL MONEY MARKET FUNDS

(Cost $108,540)


108,540

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $8,799,637)

8,850,393

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(97,426)

NET ASSETS - 100%

$ 8,752,967

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

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

$ 112

Fidelity Securities Lending Cash Central Fund

6,208

Total

$ 6,320

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aisi Realty Public Ltd.

$ 607

$ -

$ -

$ -

$ 240

Ashmore Global Opportunities Ltd. (United States)

-

10,376

-

259

-

Boyner Buyuk Magazacilik A/S

11,256

2,951

-

-

10,096

Total

$ 11,863

$ 13,327

$ -

$ 259

$ 10,336

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,839,227

$ 696,626

$ 1,142,601

$ -

Japan

1,378,900

-

1,378,900

-

France

797,586

729,399

68,187

-

Switzerland

590,315

542,843

47,472

-

Germany

548,035

387,585

160,450

-

Australia

303,569

-

303,569

-

Netherlands

298,864

149,648

149,216

-

Cayman Islands

244,145

59,272

184,873

-

Korea (South)

216,580

-

216,580

-

Other

2,524,632

1,704,716

819,916

-

Money Market Funds

108,540

108,540

-

-

Total Investments in Securities:

$ 8,850,393

$ 4,378,629

$ 4,471,764

$ -

Transfers from Level 1 to Level 2 during the period were $1,331,743,000.

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

$ 607

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(607)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,349,541,000 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $73,811) - See accompanying schedule:

Unaffiliated issuers (cost $8,669,458)

$ 8,731,517

 

Fidelity Central Funds (cost $108,540)

108,540

 

Other affiliated issuers (cost $21,639)

10,336

 

Total Investments (cost $8,799,637)

 

$ 8,850,393

Foreign currency held at value (cost $37,392)

37,392

Receivable for investments sold

89,865

Receivable for fund shares sold

6,925

Dividends receivable

18,912

Distributions receivable from Fidelity Central Funds

280

Prepaid expenses

35

Other receivables

5,269

Total assets

9,009,071

 

 

 

Liabilities

Payable to custodian bank

$ 756

Payable for investments purchased

155,082

Payable for fund shares redeemed

11,410

Accrued management fee

4,698

Distribution and service plan fees payable

125

Other affiliated payables

1,638

Other payables and accrued expenses

1,496

Collateral on securities loaned, at value

80,899

Total liabilities

256,104

 

 

 

Net Assets

$ 8,752,967

Net Assets consist of:

 

Paid in capital

$ 10,067,323

Undistributed net investment income

102,433

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,466,813)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

50,024

Net Assets

$ 8,752,967

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 Class A:

Net Asset Value and redemption price per share
($319,917 ÷ 10,869.3 shares)

$ 29.43

 

 

 

Maximum offering price per share (100/94.25 of $29.43)

$ 31.23

Class T:
Net Asset Value
and redemption price per share ($60,905 ÷ 2,087.0 shares)

$ 29.18

 

 

 

Maximum offering price per share (100/96.50 of $29.18)

$ 30.24

Class B:
Net Asset Value
and offering price per share
($10,183 ÷ 350.9 shares)A

$ 29.02

 

 

 

Class C:
Net Asset Value
and offering price per share
($32,911 ÷ 1,131.9 shares)A

$ 29.08

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($6,806,183 ÷ 229,250.8 shares)

$ 29.69

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,244,550 ÷ 41,955.8 shares)

$ 29.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($278,318 ÷ 9,386.6 shares)

$ 29.65

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $259 earned from other affiliated issuers)

 

$ 263,448

Interest

 

3

Income from Fidelity Central Funds

 

6,320

Income before foreign taxes withheld

 

269,771

Less foreign taxes withheld

 

(16,970)

Total income

 

252,801

 

 

 

Expenses

Management fee
Basic fee

$ 69,910

Performance adjustment

(475)

Transfer agent fees

20,262

Distribution and service plan fees

1,864

Accounting and security lending fees

1,798

Custodian fees and expenses

1,713

Independent trustees' compensation

55

Registration fees

186

Audit

122

Legal

40

Interest

2

Miscellaneous

107

Total expenses before reductions

95,584

Expense reductions

(4,391)

91,193

Net investment income (loss)

161,608

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

506,179

Foreign currency transactions

(4,241)

Total net realized gain (loss)

 

501,938

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $8,547)

(1,246,049)

Assets and liabilities in foreign currencies

(1,473)

Total change in net unrealized appreciation (depreciation)

 

(1,247,522)

Net gain (loss)

(745,584)

Net increase (decrease) in net assets resulting from operations

$ (583,976)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 161,608

$ 130,595

Net realized gain (loss)

501,938

481,821

Change in net unrealized appreciation (depreciation)

(1,247,522)

638,780

Net increase (decrease) in net assets resulting
from operations

(583,976)

1,251,196

Distributions to shareholders from net investment income

(149,936)

(116,422)

Distributions to shareholders from net realized gain

(48,090)

(13,374)

Total distributions

(198,026)

(129,796)

Share transactions - net increase (decrease)

(537,341)

(662,032)

Redemption fees

160

291

Total increase (decrease) in net assets

(1,319,183)

459,659

 

 

 

Net Assets

Beginning of period

10,072,150

9,612,491

End of period (including undistributed net investment income of $102,433 and undistributed net investment income of $120,198, respectively)

$ 8,752,967

$ 10,072,150

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.07

$ 28.57

$ 23.68

$ 47.34

$ 36.47

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .42

  .31

  .31

  .46

  .44

Net realized and unrealized gain (loss)

  (2.52)

  3.51

  4.84

  (22.08)

  11.76

Total from investment operations

  (2.10)

  3.82

  5.15

  (21.62)

  12.20

Distributions from net investment income

  (.38)

  (.28)

  (.26)

  (.37)

  (.35)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.54)

  (.32)

  (.26)

  (2.04)

  (1.33)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Total Return A,B

  (6.71)%

  13.43%

  22.14%

  (47.65)%

  34.54%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of fee waivers, if any

  1.29%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of all reductions

  1.25%

  1.28%

  1.32%

  1.29%

  1.22%

Net investment income (loss)

  1.31%

  1.06%

  1.28%

  1.27%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 320

$ 392

$ 414

$ 380

$ 417

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.81

$ 28.35

$ 23.49

$ 47.06

$ 36.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .23

  .24

  .33

  .29

Net realized and unrealized gain (loss)

  (2.51)

  3.48

  4.81

  (21.94)

  11.71

Total from investment operations

  (2.17)

  3.71

  5.05

  (21.61)

  12.00

Distributions from net investment income

  (.30)

  (.21)

  (.19)

  (.29)

  (.26)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.46)

  (.25)

  (.19)

  (1.96)

  (1.24)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Total Return A,B

  (6.96)%

  13.14%

  21.79%

  (47.84)%

  34.08%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.56%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of fee waivers, if any

  1.55%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of all reductions

  1.51%

  1.56%

  1.60%

  1.64%

  1.60%

Net investment income (loss)

  1.05%

  .79%

  1.00%

  .91%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 61

$ 92

$ 83

$ 64

$ 53

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.60

$ 28.18

$ 23.25

$ 46.70

$ 36.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .08

  .12

  .15

  .08

Net realized and unrealized gain (loss)

  (2.48)

  3.44

  4.81

  (21.77)

  11.64

Total from investment operations

  (2.31)

  3.52

  4.93

  (21.62)

  11.72

Distributions from net investment income

  (.12)

  (.06)

  -

  (.16)

  (.16)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.27) H

  (.10)

  -

  (1.83)

  (1.14)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Total Return A,B

  (7.39)%

  12.52%

  21.20%

  (48.11)%

  33.37%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of fee waivers, if any

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of all reductions

  2.02%

  2.08%

  2.11%

  2.15%

  2.10%

Net investment income (loss)

  .54%

  .27%

  .49%

  .40%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 10

$ 14

$ 16

$ 15

$ 17

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.68

$ 28.23

$ 23.31

$ 46.82

$ 36.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .09

  .12

  .15

  .09

Net realized and unrealized gain (loss)

  (2.49)

  3.45

  4.82

  (21.82)

  11.66

Total from investment operations

  (2.31)

  3.54

  4.94

  (21.67)

  11.75

Distributions from net investment income

  (.14)

  (.05)

  (.02)

  (.17)

  (.14)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.29) H

  (.09)

  (.02)

  (1.84)

  (1.12)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Total Return A,B

  (7.37)%

  12.54%

  21.22%

  (48.10)%

  33.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.05%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of fee waivers, if any

  2.04%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of all reductions

  2.00%

  2.05%

  2.09%

  2.13%

  2.08%

Net investment income (loss)

  .56%

  .30%

  .51%

  .42%

  .22%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 33

$ 44

$ 43

$ 36

$ 28

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.34

$ 28.79

$ 23.88

$ 47.68

$ 36.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .40

  .37

  .57

  .53

Net realized and unrealized gain (loss)

  (2.54)

  3.54

  4.88

  (22.29)

  11.84

Total from investment operations

  (2.01)

  3.94

  5.25

  (21.72)

  12.37

Distributions from net investment income

  (.48)

  (.35)

  (.34)

  (.41)

  (.38)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.64)

  (.39)

  (.34)

  (2.08)

  (1.36)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Total Return A

  (6.39)%

  13.76%

  22.47%

  (47.55)%

  34.85%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .97%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of fee waivers, if any

  .96%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of all reductions

  .92%

  1.00%

  1.07%

  1.05%

  1.00%

Net investment income (loss)

  1.64%

  1.35%

  1.53%

  1.51%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,806

$ 8,133

$ 8,114

$ 6,999

$ 14,176

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  (.16)

  (.04)

  -

  -

Total distributions

  (.70)J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B,C

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  75%

  82%

  98%

  79%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.31

$ 28.77

$ 23.91

$ 47.73

$ 36.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .41

  .39

  .53

  .55

Net realized and unrealized gain (loss)

  (2.55)

  3.55

  4.86

  (22.24)

  11.85

Total from investment operations

  (2.01)

  3.96

  5.25

  (21.71)

  12.40

Distributions from net investment income

  (.50)

  (.38)

  (.39)

  (.44)

  (.40)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.65) G

  (.42)

  (.39)

  (2.11)

  (1.38)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Total Return A

  (6.39)%

  13.84%

  22.52%

  (47.51)%

  34.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .95%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of fee waivers, if any

  .94%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of all reductions

  .90%

  .95%

  1.00%

  1.01%

  .94%

Net investment income (loss)

  1.66%

  1.40%

  1.60%

  1.54%

  1.36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 278

$ 319

$ 267

$ 159

$ 58

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Discovery, Class K 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(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. 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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets and Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 930,158

Gross unrealized depreciation

(996,674)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,516)

 

 

Tax Cost

$ 8,916,909

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 102,538

Capital loss carryforward

$ (1,349,541)

Net unrealized appreciation (depreciation)

$ (66,186)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 198,026

$ 129,796

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,388,928 and $7,826,467, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan 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:

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 937

$ 19

Class T

.25%

.25%

398

1

Class B

.75%

.25%

130

98

Class C

.75%

.25%

399

30

 

 

 

$ 1,864

$ 148

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% to 1% for Class B, 1% 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

$ 56

Class T

11

Class B*

21

Class C*

3

 

$ 91

* 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, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. 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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,138

.30

Class T

248

.31

Class B

41

.31

Class C

121

.30

International Discovery

17,436

.22

Class K

638

.05

Institutional Class

640

.20

 

$ 20,262

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 13,706

.41%

$ 2

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $31 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 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. The value of securities loaned to FCM at period end was $2,654. 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 $6,208, including $213 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $507.

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 $3,884 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 4,617

$ 3,889

Class T

859

633

Class B

51

37

Class C

184

71

International Discovery

121,061

98,508

Class K

18,291

9,602

Institutional Class

4,873

3,682

Total

$ 149,936

$ 116,422

From net realized gain

 

 

Class A

$ 1,880

$ 555

Class T

439

119

Class B

69

23

Class C

209

61

International Discovery

38,831

11,290

Class K

5,143

935

Institutional Class

1,519

391

Total

$ 48,090

$ 13,374

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

2,821

4,849

$ 91,649

$ 142,203

Reinvestment of distributions

173

120

5,606

3,654

Shares redeemed

(4,335)

(7,259)

(139,721)

(215,574)

Net increase (decrease)

(1,341)

(2,290)

$ (42,466)

$ (69,717)

Class T

 

 

 

 

Shares sold

443

1,165

$ 14,328

$ 34,154

Reinvestment of distributions

38

24

1,235

716

Shares redeemed

(1,286)

(1,228)

(41,028)

(35,631)

Net increase (decrease)

(805)

(39)

$ (25,465)

$ (761)

Class B

 

 

 

 

Shares sold

21

105

$ 671

$ 3,047

Reinvestment of distributions

3

2

111

54

Shares redeemed

(130)

(227)

(4,124)

(6,544)

Net increase (decrease)

(106)

(120)

$ (3,342)

$ (3,443)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

183

356

$ 5,847

$ 10,567

Reinvestment of distributions

11

4

344

116

Shares redeemed

(437)

(515)

(13,875)

(14,926)

Net increase (decrease)

(243)

(155)

$ (7,684)

$ (4,243)

International Discovery

 

 

 

 

Shares sold

32,543

55,460

$ 1,052,266

$ 1,640,231

Reinvestment of distributions

4,718

3,453

153,551

105,461

Shares redeemed

(59,489)

(89,239)

(1,934,353)

(2,636,183)

Net increase (decrease)

(22,228)

(30,326)

$ (728,536)

$ (890,491)

Class K

 

 

 

 

Shares sold

18,148

16,961

$ 593,408

$ 491,304

Reinvestment of distributions

722

346

23,434

10,537

Shares redeemed

(10,275)

(7,377)

(330,258)

(215,813)

Net increase (decrease)

8,595

9,930

$ 286,584

$ 286,028

Institutional Class

 

 

 

 

Shares sold

2,364

4,322

$ 75,348

$ 127,580

Reinvestment of distributions

69

36

2,254

1,083

Shares redeemed

(2,923)

(3,773)

(94,034)

(108,068)

Net increase (decrease)

(490)

585

$ (16,432)

$ 20,595

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Institutional Class designates 88% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/2010

$0.424

$0.0348

 

12/31/2010

$0.041

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Discovery Fund

dif30730

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Discovery Fund

dif30732

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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

The Northern Trust Company

Chicago, IL

dif30550

AIDI-UANN-1211
1.806657.106

Fidelity®

International Discovery

Fund -
Class K

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Class KA,B

-6.24%

-1.46%

7.65%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® International Discovery Fund, the original class of the fund.

B Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performances may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Discovery Fund - Class K on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE ® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

dif30829

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory

Comments from William Kennedy, Portfolio Manager of Fidelity® International Discovery Fund: For the 12 months ending October 31, 2011, the fund's Class K shares returned -6.24%, lagging the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock selection and currency exposure detracted from relative performance, particularly in emerging markets (an out-of-index investment); the Asia Pacific ex Japan region; and the United Kingdom. Positioning in energy and financials most hampered returns. Individual disappointments included French bank BNP Paribas, whose stock fell amid worries over its exposure to Greek debt, and Danish brewery Carlsberg, whose earnings suffered from a spike in Russian grain prices. The fund also was hurt by not owning Swiss pharmaceuticals firm and index component Roche Holding. Conversely, defensive positioning in Japan and Europe helped, as did security selection in consumer discretionary and information technology. A non-index stake in Japanese online retailer Start Today benefited from growth in Internet purchases, while shares of U.K. software company Autonomy jumped following a premium acquisition offer. Some of these names were no longer in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.29%

 

 

 

Actual

 

$ 1,000.00

$ 827.20

$ 5.94

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.56

Class T

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 825.90

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class B

2.05%

 

 

 

Actual

 

$ 1,000.00

$ 824.20

$ 9.43

HypotheticalA

 

$ 1,000.00

$ 1,014.87

$ 10.41

Class C

2.04%

 

 

 

Actual

 

$ 1,000.00

$ 824.30

$ 9.38

HypotheticalA

 

$ 1,000.00

$ 1,014.92

$ 10.36

International Discovery

.96%

 

 

 

Actual

 

$ 1,000.00

$ 828.60

$ 4.42

HypotheticalA

 

$ 1,000.00

$ 1,020.37

$ 4.89

Class K

.79%

 

 

 

Actual

 

$ 1,000.00

$ 829.20

$ 3.64

HypotheticalA

 

$ 1,000.00

$ 1,021.22

$ 4.02

Institutional Class

.95%

 

 

 

Actual

 

$ 1,000.00

$ 828.40

$ 4.38

HypotheticalA

 

$ 1,000.00

$ 1,020.42

$ 4.84

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 21.0%

 

dif30472

Japan 15.8%

 

dif30474

France 9.1%

 

dif30476

Switzerland 6.8%

 

dif30478

Germany 6.3%

 

dif30480

Australia 3.5%

 

dif30482

Netherlands 3.4%

 

dif30484

Cayman Islands 2.8%

 

dif30486

Korea (South) 2.5%

 

dif30488

Other 28.8%

 

dif30841

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 21.3%

 

dif30472

Japan 16.2%

 

dif30474

France 8.8%

 

dif30476

Germany 7.7%

 

dif30478

Switzerland 5.2%

 

dif30480

Australia 4.1%

 

dif30482

United States of America 3.7%

 

dif30484

Netherlands 3.3%

 

dif30486

Denmark 3.1%

 

dif30488

Other 26.6%

 

dif30853

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.9

98.7

Short-Term Investments and Net Other Assets

0.1

1.3

Top Ten Stocks as of October 31, 2011

 

% 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)

2.8

2.8

Nestle SA (Switzerland, Food Products)

2.0

0.9

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.8

0.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.7

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.5

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.1

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

1.0

Japan Tobacco, Inc. (Japan, Tobacco)

1.3

0.5

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.3

1.5

HSBC Holdings PLC (United Kingdom) (United Kingdom, Commercial Banks)

1.2

1.3

 

16.2

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.3

Consumer Discretionary

18.6

17.3

Consumer Staples

12.6

8.2

Information Technology

9.8

8.7

Industrials

9.6

14.3

Energy

7.5

8.5

Health Care

7.2

6.2

Telecommunication Services

6.4

5.3

Materials

6.0

8.7

Utilities

0.9

0.2

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value (000s)

Australia - 3.5%

Australia & New Zealand Banking Group Ltd.

4,456,031

$ 100,700

carsales.com Ltd. (d)

3,966,844

20,509

Commonwealth Bank of Australia

1,268,063

65,147

Fortescue Metals Group Ltd.

3,503,390

17,599

Macquarie Group Ltd.

472,090

12,156

Newcrest Mining Ltd.

1,658,172

58,608

WorleyParsons Ltd.

993,898

28,850

TOTAL AUSTRALIA

303,569

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

101,380

2,951

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

825,990

9,166

Bailiwick of Jersey - 2.0%

Experian PLC

3,236,600

42,187

Shire PLC

2,310,400

72,527

Velti PLC (a)

290,405

2,445

Wolseley PLC

1,930,464

55,820

TOTAL BAILIWICK OF JERSEY

172,979

Belgium - 0.3%

Anheuser-Busch InBev SA NV

542,427

30,085

Bermuda - 1.0%

African Minerals Ltd. (a)

2,899,600

20,599

Cheung Kong Infrastructure Holdings Ltd.

6,530,000

34,979

Li & Fung Ltd.

9,616,000

18,532

Noble Group Ltd.

11,199,364

13,670

TOTAL BERMUDA

87,780

Brazil - 2.1%

Anhanguera Educacional Participacoes SA

1,834,900

26,981

Arezzo Industria e Comercio SA

849,800

11,234

Itau Unibanco Banco Multiplo SA sponsored ADR

1,260,500

24,101

Qualicorp SA

4,305,000

39,360

Souza Cruz Industria Comerico

3,799,000

46,592

TIM Participacoes SA sponsored ADR (d)

1,447,849

37,702

TOTAL BRAZIL

185,970

Common Stocks - continued

Shares

Value (000s)

British Virgin Islands - 0.5%

Arcos Dorados Holdings, Inc.

731,300

$ 17,112

Mail.ru Group Ltd. GDR (Reg. S)

713,000

24,563

TOTAL BRITISH VIRGIN ISLANDS

41,675

Canada - 1.2%

Canadian Natural Resources Ltd.

573,500

20,228

InterOil Corp. (a)(d)

204,400

9,711

Open Text Corp. (a)(d)

769,600

47,102

Trinidad Drilling Ltd.

3,430,500

26,842

TOTAL CANADA

103,883

Cayman Islands - 2.8%

Airtac International Group

2,543,000

14,233

Belle International Holdings Ltd.

10,683,000

20,952

Biostime International Holdings Ltd.

8,183,000

14,593

Bosideng International Holdings Ltd.

43,814,000

12,078

China Kanghui Holdings sponsored ADR (a)(d)

1,747,000

27,375

China Mengniu Dairy Co. Ltd.

6,180,000

19,693

China ZhengTong Auto Services Holdings Ltd.

14,117,500

15,287

Ctrip.com International Ltd. sponsored ADR (a)

915,000

31,897

Hengdeli Holdings Ltd.

28,576,000

12,811

Microport Scientific Corp.

8,277,000

4,678

Sands China Ltd. (a)

17,144,800

51,523

Shenguan Holdings Group Ltd.

35,412,000

19,025

TOTAL CAYMAN ISLANDS

244,145

China - 1.3%

Baidu.com, Inc. sponsored ADR (a)

394,600

55,315

China Telecom Corp. Ltd. (H Shares)

41,444,000

25,588

SINA Corp. (a)(d)

310,200

25,216

Zhaojin Mining Industry Co. Ltd. (H Shares)

4,984,000

8,898

TOTAL CHINA

115,017

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)(e)

216,330

240

Denmark - 2.2%

Novo Nordisk A/S Series B

1,029,289

109,293

William Demant Holding A/S (a)

984,500

78,551

TOTAL DENMARK

187,844

Common Stocks - continued

Shares

Value (000s)

Finland - 0.7%

Amer Group PLC (A Shares)

1,325,300

$ 18,322

Nokian Tyres PLC

1,213,133

44,574

TOTAL FINLAND

62,896

France - 9.1%

Air Liquide SA

307,100

39,843

Arkema SA

436,670

29,874

Atos Origin SA

1,058,073

51,279

AXA SA

3,922,902

63,898

BNP Paribas SA

1,322,566

60,125

Club Mediterranee SA (a)

470,000

8,917

Danone

1,265,300

88,078

Iliad SA

625,259

73,187

Ipsos SA

54,516

1,790

JC Decaux SA (a)

652,300

17,481

LVMH Moet Hennessy - Louis Vuitton

621,877

103,489

Pernod-Ricard SA

329,525

30,782

PPR SA

398,700

62,294

Safran SA

714,800

23,415

Sanofi-aventis

953,011

68,187

Schneider Electric SA

529,528

31,255

Societe Generale Series A

685,447

20,015

Unibail-Rodamco

118,400

23,677

TOTAL FRANCE

797,586

Germany - 5.1%

Aareal Bank AG (a)

1,131,037

22,993

Allianz AG

325,100

36,537

Bayer AG

767,558

49,176

Bayerische Motoren Werke AG (BMW)

834,676

68,221

Commerzbank AG (a)

4,229,500

10,436

Deutsche Bank AG

1,018,100

42,103

Fresenius Medical Care AG & Co. KGaA

940,100

68,492

GEA Group AG

992,880

27,433

Gerry Weber International AG (Bearer)

320,600

9,983

Kabel Deutschland Holding AG (a)

1,085,800

61,999

Siemens AG

475,549

49,855

TOTAL GERMANY

447,228

Hong Kong - 1.5%

AIA Group Ltd.

13,058,400

39,929

China Unicom (Hong Kong) Ltd.

12,452,000

25,036

Common Stocks - continued

Shares

Value (000s)

Hong Kong - continued

I.T Ltd.

14,631,000

$ 9,112

Techtronic Industries Co. Ltd.

65,201,500

56,415

TOTAL HONG KONG

130,492

India - 1.6%

Apollo Hospitals Enterprise Ltd.

1,432,254

15,263

Bharti Airtel Ltd.

5,744,231

46,004

Housing Development Finance Corp. Ltd.

2,696,342

37,945

Larsen & Toubro Ltd.

279,321

8,057

Shriram Transport Finance Co. Ltd.

732,049

9,165

The Jammu & Kashmir Bank Ltd.

545,569

9,407

Titan Industries Ltd.

3,211,760

14,263

TOTAL INDIA

140,104

Indonesia - 0.6%

PT Astra International Tbk

1,338,500

10,321

PT Sarana Menara Nusantara Tbk (a)

13,136,500

13,282

PT Tower Bersama Infrastructure Tbk

55,223,500

12,852

PT XL Axiata Tbk

22,623,000

12,653

TOTAL INDONESIA

49,108

Ireland - 1.4%

Accenture PLC Class A

719,100

43,333

James Hardie Industries NV CDI (a)

5,530,462

35,824

Kenmare Resources PLC (a)

5,264,162

3,435

Paddy Power PLC (Ireland)

728,700

40,338

TOTAL IRELAND

122,930

Israel - 0.6%

Check Point Software Technologies Ltd. (a)

517,600

29,829

Israel Chemicals Ltd.

1,513,500

18,212

TOTAL ISRAEL

48,041

Italy - 1.4%

Intesa Sanpaolo SpA

8,188,112

14,629

Prada SpA

2,305,100

11,395

Prysmian SpA

1,473,800

22,334

Saipem SpA

1,580,606

70,872

TOTAL ITALY

119,230

Japan - 15.8%

ABC-Mart, Inc.

1,529,000

59,886

Aozora Bank Ltd.

4,562,000

11,534

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Asics Corp.

3,605,000

$ 47,798

Calbee, Inc. (d)

700,800

31,951

Canon, Inc.

1,744,350

79,200

Cosmos Pharmaceutical Corp.

859,200

39,858

Credit Saison Co. Ltd.

1,323,500

25,830

DeNA Co. Ltd.

336,000

14,504

Denso Corp.

1,300,300

39,994

Digital Garage, Inc. (a)

2,715

8,890

Don Quijote Co. Ltd.

1,367,200

50,088

Fanuc Corp.

381,000

61,612

Honda Motor Co. Ltd.

1,966,400

58,810

Japan Retail Fund Investment Corp.

1,225

1,897

Japan Tobacco, Inc.

22,266

111,303

JS Group Corp.

1,457,600

30,569

JSR Corp.

2,283,400

43,596

Kakaku.com, Inc.

810,600

32,100

KDDI Corp.

10,315

75,571

Keyence Corp.

192,600

48,967

Misumi Group, Inc.

1,254,900

26,114

Mitsubishi Corp.

2,574,400

52,954

Mitsubishi Estate Co. Ltd.

1,553,000

26,307

Mitsubishi UFJ Financial Group, Inc.

15,161,400

65,899

ORIX Corp.

1,321,050

115,310

Rakuten, Inc.

68,670

75,288

So-net M3, Inc. (d)

5,296

23,954

SOFTBANK CORP.

1,375,900

44,661

Start Today Co. Ltd.

2,740,800

57,987

Tokyo Electron Ltd.

309,600

16,468

TOTAL JAPAN

1,378,900

Korea (South) - 2.5%

Hyundai Motor Co.

209,530

42,040

Kia Motors Corp.

453,500

28,966

LG Household & Health Care Ltd.

49,310

22,187

NHN Corp. (a)

64,289

13,362

Orion Corp.

113,331

60,574

Samsung Electronics Co. Ltd.

38,175

32,741

Shinhan Financial Group Co. Ltd.

421,030

16,710

TOTAL KOREA (SOUTH)

216,580

Luxembourg - 1.3%

Brait SA

5,949,360

14,243

Common Stocks - continued

Shares

Value (000s)

Luxembourg - continued

Millicom International Cellular SA

190,400

$ 20,925

Millicom International Cellular SA (depositary receipt)

477,100

52,580

Samsonite International SA

14,826,300

24,124

TOTAL LUXEMBOURG

111,872

Mexico - 0.5%

Wal-Mart de Mexico SA de CV Series V

18,209,000

47,039

Netherlands - 3.4%

AEGON NV (a)

5,028,800

23,986

ASML Holding NV

971,700

40,743

Gemalto NV

1,818,979

82,995

ING Groep NV (Certificaten Van Aandelen) (a)

11,511,300

99,253

Koninklijke Philips Electronics NV

1,247,700

25,977

Randstad Holdings NV

726,367

25,910

TOTAL NETHERLANDS

298,864

Norway - 1.1%

Aker Solutions ASA

1,927,748

22,419

DnB NOR ASA

6,602,355

77,021

TOTAL NORWAY

99,440

Philippines - 0.3%

Alliance Global Group, Inc.

101,250,000

25,173

Poland - 0.3%

Eurocash SA

3,593,990

28,816

Qatar - 0.3%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

23,366

South Africa - 1.0%

AngloGold Ashanti Ltd. sponsored ADR

816,100

36,896

Sanlam Ltd.

5,826,600

21,768

Shoprite Holdings Ltd.

2,042,000

29,926

TOTAL SOUTH AFRICA

88,590

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA

1,836,204

16,528

Banco Santander SA:

rights 10/31/11

6,080,392

1,052

(Spain)

6,080,392

51,471

Inditex SA

280,831

25,557

Common Stocks - continued

Shares

Value (000s)

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

382,900

$ 19,103

Viscofan Envolturas Celulosicas SA

515,100

19,824

TOTAL SPAIN

133,535

Sweden - 1.3%

Elekta AB (B Shares)

316,100

12,650

Intrum Justitia AB

111,800

1,839

Meda AB (A Shares)

1,713,200

17,501

Swedbank AB (A Shares)

3,382,000

47,647

Swedish Match Co.

1,052,600

36,424

TOTAL SWEDEN

116,061

Switzerland - 6.8%

Adecco SA (Reg.)

548,529

26,509

Compagnie Financiere Richemont SA Series A

315,194

18,049

Kuehne & Nagel International AG

197,400

24,586

Nestle SA

2,973,853

172,491

Partners Group Holding

230,056

43,125

Schindler Holding AG (participation certificate)

554,147

65,168

The Swatch Group AG (Bearer)

98,950

41,901

Transocean Ltd. (United States)

829,400

47,400

UBS AG (a)

3,755,130

47,472

UBS AG (NY Shares) (a)

1,833,200

23,135

Zurich Financial Services AG

346,539

80,479

TOTAL SWITZERLAND

590,315

Taiwan - 0.5%

Catcher Technology Co. Ltd.

5,046,500

28,117

WPG Holding Co. Ltd.

15,884,570

19,181

TOTAL TAIWAN

47,298

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

6,011,100

10,096

United Kingdom - 21.0%

Aberdeen Asset Management PLC

9,033,732

27,966

Aggreko PLC

484,300

13,334

Anglo American PLC (United Kingdom)

1,293,300

47,702

Ashmore Group PLC

3,169,400

17,585

Aviva PLC

6,344,300

34,618

Barclays PLC

22,562,258

69,955

BG Group PLC

5,124,372

111,789

BHP Billiton PLC

4,802,296

151,250

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

BP PLC

11,307,867

$ 83,228

British American Tobacco PLC (United Kingdom)

3,366,600

154,388

British Land Co. PLC

5,756,734

47,262

Burberry Group PLC

1,970,900

42,504

Carphone Warehouse Group PLC

15,119,465

85,346

Diageo PLC

1,603,635

33,195

GlaxoSmithKline PLC

3,131,100

70,282

HSBC Holdings PLC (United Kingdom)

11,905,657

103,900

Imperial Tobacco Group PLC

1,488,285

54,427

International Personal Finance PLC

9,411,888

41,503

Jazztel PLC (a)(d)

3,802,400

21,996

Legal & General Group PLC

30,442,457

54,098

Lloyds Banking Group PLC (a)

49,557,364

25,632

Micro Focus International PLC

2,166,900

11,834

National Grid PLC

4,386,000

43,614

Ocado Group PLC (a)(d)

14,388,400

21,670

Reckitt Benckiser Group PLC

414,431

21,314

Royal Dutch Shell PLC Class B

6,770,160

242,949

Royalblue Group PLC

128,356

3,358

SuperGroup PLC (a)(d)

960,741

9,641

The Weir Group PLC

599,600

18,504

Ultra Electronics Holdings PLC

614,667

15,737

Vodafone Group PLC

46,662,143

129,590

Xstrata PLC

1,728,100

29,056

TOTAL UNITED KINGDOM

1,839,227

United States of America - 1.9%

Citrix Systems, Inc. (a)

546,700

39,816

Cognizant Technology Solutions Corp. Class A (a)

298,200

21,694

Green Mountain Coffee Roasters, Inc. (a)

180,700

11,749

MasterCard, Inc. Class A

165,200

57,364

Virgin Media, Inc.

1,603,800

39,101

TOTAL UNITED STATES OF AMERICA

169,724

TOTAL COMMON STOCKS

(Cost $8,600,939)


8,627,815

Nonconvertible Preferred Stocks - 1.3%

Shares

Value (000s)

Germany - 1.2%

ProSiebenSat.1 Media AG

40,648

$ 872

Volkswagen AG

569,500

99,935

TOTAL GERMANY

100,807

Italy - 0.1%

Fiat Industrial SpA (a)

2,156,296

13,231

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $90,158)


114,038

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

27,641,463

27,641

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

80,899,017

80,899

TOTAL MONEY MARKET FUNDS

(Cost $108,540)


108,540

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $8,799,637)

8,850,393

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(97,426)

NET ASSETS - 100%

$ 8,752,967

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

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

$ 112

Fidelity Securities Lending Cash Central Fund

6,208

Total

$ 6,320

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aisi Realty Public Ltd.

$ 607

$ -

$ -

$ -

$ 240

Ashmore Global Opportunities Ltd. (United States)

-

10,376

-

259

-

Boyner Buyuk Magazacilik A/S

11,256

2,951

-

-

10,096

Total

$ 11,863

$ 13,327

$ -

$ 259

$ 10,336

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 1,839,227

$ 696,626

$ 1,142,601

$ -

Japan

1,378,900

-

1,378,900

-

France

797,586

729,399

68,187

-

Switzerland

590,315

542,843

47,472

-

Germany

548,035

387,585

160,450

-

Australia

303,569

-

303,569

-

Netherlands

298,864

149,648

149,216

-

Cayman Islands

244,145

59,272

184,873

-

Korea (South)

216,580

-

216,580

-

Other

2,524,632

1,704,716

819,916

-

Money Market Funds

108,540

108,540

-

-

Total Investments in Securities:

$ 8,850,393

$ 4,378,629

$ 4,471,764

$ -

Transfers from Level 1 to Level 2 during the period were $1,331,743,000.

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

$ 607

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(607)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,349,541,000 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $73,811) - See accompanying schedule:

Unaffiliated issuers (cost $8,669,458)

$ 8,731,517

 

Fidelity Central Funds (cost $108,540)

108,540

 

Other affiliated issuers (cost $21,639)

10,336

 

Total Investments (cost $8,799,637)

 

$ 8,850,393

Foreign currency held at value (cost $37,392)

37,392

Receivable for investments sold

89,865

Receivable for fund shares sold

6,925

Dividends receivable

18,912

Distributions receivable from Fidelity Central Funds

280

Prepaid expenses

35

Other receivables

5,269

Total assets

9,009,071

 

 

 

Liabilities

Payable to custodian bank

$ 756

Payable for investments purchased

155,082

Payable for fund shares redeemed

11,410

Accrued management fee

4,698

Distribution and service plan fees payable

125

Other affiliated payables

1,638

Other payables and accrued expenses

1,496

Collateral on securities loaned, at value

80,899

Total liabilities

256,104

 

 

 

Net Assets

$ 8,752,967

Net Assets consist of:

 

Paid in capital

$ 10,067,323

Undistributed net investment income

102,433

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,466,813)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

50,024

Net Assets

$ 8,752,967

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 Class A:

Net Asset Value and redemption price per share
($319,917 ÷ 10,869.3 shares)

$ 29.43

 

 

 

Maximum offering price per share (100/94.25 of $29.43)

$ 31.23

Class T:
Net Asset Value
and redemption price per share ($60,905 ÷ 2,087.0 shares)

$ 29.18

 

 

 

Maximum offering price per share (100/96.50 of $29.18)

$ 30.24

Class B:
Net Asset Value
and offering price per share
($10,183 ÷ 350.9 shares)A

$ 29.02

 

 

 

Class C:
Net Asset Value
and offering price per share
($32,911 ÷ 1,131.9 shares)A

$ 29.08

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($6,806,183 ÷ 229,250.8 shares)

$ 29.69

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,244,550 ÷ 41,955.8 shares)

$ 29.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($278,318 ÷ 9,386.6 shares)

$ 29.65

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $259 earned from other affiliated issuers)

 

$ 263,448

Interest

 

3

Income from Fidelity Central Funds

 

6,320

Income before foreign taxes withheld

 

269,771

Less foreign taxes withheld

 

(16,970)

Total income

 

252,801

 

 

 

Expenses

Management fee
Basic fee

$ 69,910

Performance adjustment

(475)

Transfer agent fees

20,262

Distribution and service plan fees

1,864

Accounting and security lending fees

1,798

Custodian fees and expenses

1,713

Independent trustees' compensation

55

Registration fees

186

Audit

122

Legal

40

Interest

2

Miscellaneous

107

Total expenses before reductions

95,584

Expense reductions

(4,391)

91,193

Net investment income (loss)

161,608

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

506,179

Foreign currency transactions

(4,241)

Total net realized gain (loss)

 

501,938

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $8,547)

(1,246,049)

Assets and liabilities in foreign currencies

(1,473)

Total change in net unrealized appreciation (depreciation)

 

(1,247,522)

Net gain (loss)

(745,584)

Net increase (decrease) in net assets resulting from operations

$ (583,976)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 161,608

$ 130,595

Net realized gain (loss)

501,938

481,821

Change in net unrealized appreciation (depreciation)

(1,247,522)

638,780

Net increase (decrease) in net assets resulting
from operations

(583,976)

1,251,196

Distributions to shareholders from net investment income

(149,936)

(116,422)

Distributions to shareholders from net realized gain

(48,090)

(13,374)

Total distributions

(198,026)

(129,796)

Share transactions - net increase (decrease)

(537,341)

(662,032)

Redemption fees

160

291

Total increase (decrease) in net assets

(1,319,183)

459,659

 

 

 

Net Assets

Beginning of period

10,072,150

9,612,491

End of period (including undistributed net investment income of $102,433 and undistributed net investment income of $120,198, respectively)

$ 8,752,967

$ 10,072,150

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.07

$ 28.57

$ 23.68

$ 47.34

$ 36.47

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .42

  .31

  .31

  .46

  .44

Net realized and unrealized gain (loss)

  (2.52)

  3.51

  4.84

  (22.08)

  11.76

Total from investment operations

  (2.10)

  3.82

  5.15

  (21.62)

  12.20

Distributions from net investment income

  (.38)

  (.28)

  (.26)

  (.37)

  (.35)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.54)

  (.32)

  (.26)

  (2.04)

  (1.33)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Total Return A,B

  (6.71)%

  13.43%

  22.14%

  (47.65)%

  34.54%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of fee waivers, if any

  1.29%

  1.33%

  1.37%

  1.32%

  1.25%

Expenses net of all reductions

  1.25%

  1.28%

  1.32%

  1.29%

  1.22%

Net investment income (loss)

  1.31%

  1.06%

  1.28%

  1.27%

  1.08%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 320

$ 392

$ 414

$ 380

$ 417

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.81

$ 28.35

$ 23.49

$ 47.06

$ 36.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .23

  .24

  .33

  .29

Net realized and unrealized gain (loss)

  (2.51)

  3.48

  4.81

  (21.94)

  11.71

Total from investment operations

  (2.17)

  3.71

  5.05

  (21.61)

  12.00

Distributions from net investment income

  (.30)

  (.21)

  (.19)

  (.29)

  (.26)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.46)

  (.25)

  (.19)

  (1.96)

  (1.24)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Total Return A,B

  (6.96)%

  13.14%

  21.79%

  (47.84)%

  34.08%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.56%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of fee waivers, if any

  1.55%

  1.60%

  1.65%

  1.68%

  1.63%

Expenses net of all reductions

  1.51%

  1.56%

  1.60%

  1.64%

  1.60%

Net investment income (loss)

  1.05%

  .79%

  1.00%

  .91%

  .70%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 61

$ 92

$ 83

$ 64

$ 53

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.60

$ 28.18

$ 23.25

$ 46.70

$ 36.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .08

  .12

  .15

  .08

Net realized and unrealized gain (loss)

  (2.48)

  3.44

  4.81

  (21.77)

  11.64

Total from investment operations

  (2.31)

  3.52

  4.93

  (21.62)

  11.72

Distributions from net investment income

  (.12)

  (.06)

  -

  (.16)

  (.16)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.27) H

  (.10)

  -

  (1.83)

  (1.14)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Total Return A,B

  (7.39)%

  12.52%

  21.20%

  (48.11)%

  33.37%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of fee waivers, if any

  2.06%

  2.12%

  2.16%

  2.19%

  2.14%

Expenses net of all reductions

  2.02%

  2.08%

  2.11%

  2.15%

  2.10%

Net investment income (loss)

  .54%

  .27%

  .49%

  .40%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 10

$ 14

$ 16

$ 15

$ 17

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.68

$ 28.23

$ 23.31

$ 46.82

$ 36.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .09

  .12

  .15

  .09

Net realized and unrealized gain (loss)

  (2.49)

  3.45

  4.82

  (21.82)

  11.66

Total from investment operations

  (2.31)

  3.54

  4.94

  (21.67)

  11.75

Distributions from net investment income

  (.14)

  (.05)

  (.02)

  (.17)

  (.14)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.29) H

  (.09)

  (.02)

  (1.84)

  (1.12)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Total Return A,B

  (7.37)%

  12.54%

  21.22%

  (48.10)%

  33.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.05%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of fee waivers, if any

  2.04%

  2.09%

  2.14%

  2.17%

  2.11%

Expenses net of all reductions

  2.00%

  2.05%

  2.09%

  2.13%

  2.08%

Net investment income (loss)

  .56%

  .30%

  .51%

  .42%

  .22%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 33

$ 44

$ 43

$ 36

$ 28

Portfolio turnover rate E

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.34

$ 28.79

$ 23.88

$ 47.68

$ 36.67

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .40

  .37

  .57

  .53

Net realized and unrealized gain (loss)

  (2.54)

  3.54

  4.88

  (22.29)

  11.84

Total from investment operations

  (2.01)

  3.94

  5.25

  (21.72)

  12.37

Distributions from net investment income

  (.48)

  (.35)

  (.34)

  (.41)

  (.38)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.64)

  (.39)

  (.34)

  (2.08)

  (1.36)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Total Return A

  (6.39)%

  13.76%

  22.47%

  (47.55)%

  34.85%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .97%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of fee waivers, if any

  .96%

  1.05%

  1.12%

  1.09%

  1.04%

Expenses net of all reductions

  .92%

  1.00%

  1.07%

  1.05%

  1.00%

Net investment income (loss)

  1.64%

  1.35%

  1.53%

  1.51%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,806

$ 8,133

$ 8,114

$ 6,999

$ 14,176

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  (.16)

  (.04)

  -

  -

Total distributions

  (.70)J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B,C

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  75%

  82%

  98%

  79%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 32.31

$ 28.77

$ 23.91

$ 47.73

$ 36.71

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .41

  .39

  .53

  .55

Net realized and unrealized gain (loss)

  (2.55)

  3.55

  4.86

  (22.24)

  11.85

Total from investment operations

  (2.01)

  3.96

  5.25

  (21.71)

  12.40

Distributions from net investment income

  (.50)

  (.38)

  (.39)

  (.44)

  (.40)

Distributions from net realized gain

  (.16)

  (.04)

  -

  (1.67)

  (.98)

Total distributions

  (.65) G

  (.42)

  (.39)

  (2.11)

  (1.38)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Total Return A

  (6.39)%

  13.84%

  22.52%

  (47.51)%

  34.93%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .95%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of fee waivers, if any

  .94%

  .99%

  1.05%

  1.05%

  .97%

Expenses net of all reductions

  .90%

  .95%

  1.00%

  1.01%

  .94%

Net investment income (loss)

  1.66%

  1.40%

  1.60%

  1.54%

  1.36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 278

$ 319

$ 267

$ 159

$ 58

Portfolio turnover rate D

  75%

  82%

  98%

  79%

  56%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Discovery, Class K 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(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. 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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on realized short term capital gains on securities of certain issuers domiciled in India. An estimated deferred tax liability for net unrealized gains on these securities is included in Other payables and accrued expenses on the Statement of Assets and Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 930,158

Gross unrealized depreciation

(996,674)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,516)

 

 

Tax Cost

$ 8,916,909

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 102,538

Capital loss carryforward

$ (1,349,541)

Net unrealized appreciation (depreciation)

$ (66,186)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 198,026

$ 129,796

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,388,928 and $7,826,467, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Distribution and Service Plan 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:

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 937

$ 19

Class T

.25%

.25%

398

1

Class B

.75%

.25%

130

98

Class C

.75%

.25%

399

30

 

 

 

$ 1,864

$ 148

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% to 1% for Class B, 1% 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

$ 56

Class T

11

Class B*

21

Class C*

3

 

$ 91

* 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, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. 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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,138

.30

Class T

248

.31

Class B

41

.31

Class C

121

.30

International Discovery

17,436

.22

Class K

638

.05

Institutional Class

640

.20

 

$ 20,262

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 13,706

.41%

$ 2

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $31 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 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. The value of securities loaned to FCM at period end was $2,654. 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 $6,208, including $213 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $507.

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 $3,884 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 4,617

$ 3,889

Class T

859

633

Class B

51

37

Class C

184

71

International Discovery

121,061

98,508

Class K

18,291

9,602

Institutional Class

4,873

3,682

Total

$ 149,936

$ 116,422

From net realized gain

 

 

Class A

$ 1,880

$ 555

Class T

439

119

Class B

69

23

Class C

209

61

International Discovery

38,831

11,290

Class K

5,143

935

Institutional Class

1,519

391

Total

$ 48,090

$ 13,374

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

2,821

4,849

$ 91,649

$ 142,203

Reinvestment of distributions

173

120

5,606

3,654

Shares redeemed

(4,335)

(7,259)

(139,721)

(215,574)

Net increase (decrease)

(1,341)

(2,290)

$ (42,466)

$ (69,717)

Class T

 

 

 

 

Shares sold

443

1,165

$ 14,328

$ 34,154

Reinvestment of distributions

38

24

1,235

716

Shares redeemed

(1,286)

(1,228)

(41,028)

(35,631)

Net increase (decrease)

(805)

(39)

$ (25,465)

$ (761)

Class B

 

 

 

 

Shares sold

21

105

$ 671

$ 3,047

Reinvestment of distributions

3

2

111

54

Shares redeemed

(130)

(227)

(4,124)

(6,544)

Net increase (decrease)

(106)

(120)

$ (3,342)

$ (3,443)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

183

356

$ 5,847

$ 10,567

Reinvestment of distributions

11

4

344

116

Shares redeemed

(437)

(515)

(13,875)

(14,926)

Net increase (decrease)

(243)

(155)

$ (7,684)

$ (4,243)

International Discovery

 

 

 

 

Shares sold

32,543

55,460

$ 1,052,266

$ 1,640,231

Reinvestment of distributions

4,718

3,453

153,551

105,461

Shares redeemed

(59,489)

(89,239)

(1,934,353)

(2,636,183)

Net increase (decrease)

(22,228)

(30,326)

$ (728,536)

$ (890,491)

Class K

 

 

 

 

Shares sold

18,148

16,961

$ 593,408

$ 491,304

Reinvestment of distributions

722

346

23,434

10,537

Shares redeemed

(10,275)

(7,377)

(330,258)

(215,813)

Net increase (decrease)

8,595

9,930

$ 286,584

$ 286,028

Institutional Class

 

 

 

 

Shares sold

2,364

4,322

$ 75,348

$ 127,580

Reinvestment of distributions

69

36

2,254

1,083

Shares redeemed

(2,923)

(3,773)

(94,034)

(108,068)

Net increase (decrease)

(490)

585

$ (16,432)

$ 20,595

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class K designates 82% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class K

12/06/2010

$0.458

$0.0348

 

12/31/2010

$0.041

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Discovery Fund

dif30730

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Discovery Fund

dif30732

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Workplace
Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.401k.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investments (Japan) Limited

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

The Northern Trust Company
Chicago, IL

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

IGI-K-UANN-1211
1.863305.103

Fidelity®

International Growth Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity® International Growth Fund

-2.47%

-4.28%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Growth Fund, a class of the fund, on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index performed over the same period.

dif30870

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity® International Growth Fund: For the year, the fund's Retail Class shares fell 2.47%, versus a 2.69% decline in the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index. Stock selection in continental Europe and Japan was helpful, while an out-of-benchmark stake in the U.S. also contributed. However, my choices within non-index emerging markets were poor, notably Brazil and Turkey, while picks in the U.K., Canada and Australia further detracted. From a sector view, positioning in information technology, consumer discretionary and financials added value. In contrast, picks in health care equipment/services, capital goods and the food/beverage/tobacco segment of consumer staples notably detracted. On an individual security basis, lacking a position in weak-performing U.K.-based bank and benchmark component Lloyds Banking Group helped, as did out-of-benchmark stakes in U.S.-based credit card processor MasterCard and baby food maker Mead Johnson Nutrition. Conversely, not owning index constituent British American Tobacco hurt. I chose to own Philip Morris International instead - another of the fund's contributors. Non-index holdings in Turkish bank Turkiye Garanti Bankasi and Canadian energy company Niko Resources also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 861.60

$ 6.80

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 860.50

$ 7.97

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 858.40

$ 10.31

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 857.90

$ 10.30

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.5%

 

dif30472

United States of America 17.5%

 

dif30474

Switzerland 9.6%

 

dif30476

Japan 7.4%

 

dif30478

Australia 5.2%

 

dif30480

Germany 4.9%

 

dif30482

France 4.1%

 

dif30484

Belgium 3.5%

 

dif30486

Denmark 2.9%

 

dif30488

Other 26.4%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.2%

 

dif30472

United States of America 13.6%

 

dif30474

Switzerland 9.2%

 

dif30476

Japan 7.5%

 

dif30478

Germany 5.5%

 

dif30480

Australia 5.2%

 

dif30482

Belgium 3.5%

 

dif30484

France 3.4%

 

dif30486

Brazil 3.0%

 

dif30488

Other 28.9%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.8

97.9

Short-Term Investments and Net Other Assets

4.2

2.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

4.9

4.6

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

3.6

4.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.9

2.8

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Linde AG (Germany, Chemicals)

2.2

1.9

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.2

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.2

Danone (France, Food Products)

1.7

0.8

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.7

2.1

Philip Morris International, Inc. (United States of America, Tobacco)

1.6

0.7

 

25.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

22.2

17.0

Materials

15.8

18.2

Industrials

12.7

14.5

Consumer Discretionary

12.1

12.8

Financials

10.4

13.3

Information Technology

8.5

7.7

Health Care

8.2

7.1

Energy

5.2

5.5

Telecommunication Services

0.7

0.8

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value

Australia - 5.2%

Coca-Cola Amatil Ltd.

26,816

$ 346,197

CSL Ltd.

25,527

768,921

MAp Group unit

58,681

209,411

Newcrest Mining Ltd.

16,135

570,295

Newcrest Mining Ltd. sponsored ADR

8,107

284,961

OZ Minerals Ltd.

23,905

287,097

QBE Insurance Group Ltd.

11,795

181,577

Woolworths Ltd.

10,289

257,227

WorleyParsons Ltd.

18,798

545,659

TOTAL AUSTRALIA

3,451,345

Austria - 0.8%

Andritz AG

4,500

398,750

Zumtobel AG

7,800

162,672

TOTAL AUSTRIA

561,422

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

31,193

137,953

Bailiwick of Jersey - 1.2%

Informa PLC

26,847

156,467

Randgold Resources Ltd. sponsored ADR

5,835

639,341

TOTAL BAILIWICK OF JERSEY

795,808

Belgium - 3.5%

Anheuser-Busch InBev SA NV

34,391

1,907,468

Umicore SA

9,945

428,232

TOTAL BELGIUM

2,335,700

Bermuda - 1.4%

Lazard Ltd. Class A

9,492

259,511

Li & Fung Ltd.

266,000

512,634

Trinity Ltd.

200,000

181,272

TOTAL BERMUDA

953,417

Brazil - 2.7%

Arezzo Industria e Comercio SA

13,600

179,781

BM&F Bovespa SA

55,500

331,281

BR Malls Participacoes SA

15,500

167,438

Braskem SA Class A sponsored ADR

18,900

340,956

Iguatemi Empresa de Shopping Centers SA

8,700

168,559

Common Stocks - continued

Shares

Value

Brazil - continued

Itau Unibanco Banco Multiplo SA sponsored ADR

15,830

$ 302,670

Multiplan Empreendimentos Imobiliarios SA

13,300

268,912

TOTAL BRAZIL

1,759,597

Canada - 2.6%

Agnico-Eagle Mines Ltd. (Canada)

7,600

329,662

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,000

417,987

Goldcorp, Inc.

4,900

238,401

Niko Resources Ltd.

5,700

313,519

Open Text Corp. (a)

4,800

293,773

Pan American Silver Corp.

5,000

139,800

TOTAL CANADA

1,733,142

Cayman Islands - 1.3%

NVC Lighting Holdings Ltd.

412,000

178,887

Sands China Ltd. (a)

102,600

308,332

Wynn Macau Ltd.

129,400

362,563

TOTAL CAYMAN ISLANDS

849,782

Chile - 0.4%

Banco Santander Chile sponsored ADR (d)

3,400

277,712

China - 0.5%

Baidu.com, Inc. sponsored ADR (a)

2,580

361,664

Denmark - 2.9%

Novo Nordisk A/S Series B sponsored ADR (d)

13,700

1,456,310

William Demant Holding A/S (a)

5,900

470,749

TOTAL DENMARK

1,927,059

Finland - 1.5%

Metso Corp.

4,600

179,138

Nokian Tyres PLC

12,900

473,979

Outotec Oyj

8,000

373,985

TOTAL FINLAND

1,027,102

France - 4.1%

Alstom SA

16,016

600,659

Danone

15,852

1,103,460

Remy Cointreau SA

3,690

303,332

Safran SA

20,800

681,344

TOTAL FRANCE

2,688,795

Common Stocks - continued

Shares

Value

Germany - 4.9%

alstria office REIT-AG

13,500

$ 173,562

Bayerische Motoren Werke AG (BMW)

3,422

279,691

Linde AG

9,241

1,470,052

MAN SE

2,427

215,261

Siemens AG sponsored ADR (d)

10,400

1,091,688

TOTAL GERMANY

3,230,254

Hong Kong - 0.9%

Hong Kong Exchanges and Clearing Ltd.

33,700

571,279

India - 0.5%

Bharti Airtel Ltd.

42,571

340,939

Ireland - 1.1%

CRH PLC sponsored ADR (d)

19,800

364,518

James Hardie Industries NV sponsored ADR (a)

11,400

369,702

TOTAL IRELAND

734,220

Israel - 0.2%

Azrieli Group

6,300

162,097

Italy - 1.2%

Fiat Industrial SpA (a)

40,201

350,773

Interpump Group SpA

23,751

152,972

Saipem SpA

6,670

299,072

TOTAL ITALY

802,817

Japan - 7.4%

Autobacs Seven Co. Ltd.

7,500

343,476

Denso Corp.

16,900

519,797

Fanuc Corp.

5,400

873,239

Fast Retailing Co. Ltd.

1,500

269,488

Japan Tobacco, Inc.

41

204,951

Keyence Corp.

2,420

615,269

Kobayashi Pharmaceutical Co. Ltd.

6,000

297,454

Osaka Securities Exchange Co. Ltd.

63

295,260

SHO-BOND Holdings Co. Ltd.

6,600

147,245

Unicharm Corp.

9,800

438,938

USS Co. Ltd.

7,010

579,585

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

4,911,043

Mexico - 1.1%

Wal-Mart de Mexico SA de CV Series V

287,100

741,667

Common Stocks - continued

Shares

Value

Netherlands - 1.4%

ASML Holding NV

17,400

$ 729,582

QIAGEN NV (a)(d)

13,300

183,274

TOTAL NETHERLANDS

912,856

Portugal - 0.9%

Jeronimo Martins SGPS SA

33,075

572,156

South Africa - 1.7%

African Rainbow Minerals Ltd.

14,739

340,641

Clicks Group Ltd.

28,722

150,734

JSE Ltd.

29,300

259,466

Mr Price Group Ltd.

28,700

276,285

MTN Group Ltd.

7,300

127,414

TOTAL SOUTH AFRICA

1,154,540

Spain - 1.3%

Inditex SA

5,827

530,288

Prosegur Compania de Seguridad SA (Reg.)

6,000

299,338

TOTAL SPAIN

829,626

Sweden - 1.9%

Fagerhult AB

6,100

143,622

H&M Hennes & Mauritz AB (B Shares)

21,979

727,852

Swedish Match Co.

10,400

359,878

TOTAL SWEDEN

1,231,352

Switzerland - 9.6%

Nestle SA

55,720

3,231,892

Novartis AG sponsored ADR

4,800

271,056

Roche Holding AG (participation certificate)

7,212

1,189,193

Schindler Holding AG:

(participation certificate)

2,598

305,525

(Reg.)

730

85,931

The Swatch Group AG (Bearer)

2,280

965,470

UBS AG (NY Shares) (a)

26,025

328,436

TOTAL SWITZERLAND

6,377,503

Turkey - 1.6%

Anadolu Efes Biracilik ve Malt Sanayii AS

12,800

155,634

Coca-Cola Icecek AS

23,000

312,173

Tupras-Turkiye Petrol Rafinerileri AS

6,687

151,268

Turkiye Garanti Bankasi AS

125,500

442,879

TOTAL TURKEY

1,061,954

Common Stocks - continued

Shares

Value

United Kingdom - 18.5%

Anglo American PLC:

ADR

18,300

$ 335,805

(United Kingdom)

4,800

177,044

Babcock International Group PLC

39,300

445,260

BG Group PLC

84,755

1,848,950

BHP Billiton PLC ADR (d)

38,300

2,411,751

GlaxoSmithKline PLC sponsored ADR

11,100

497,169

Imperial Tobacco Group PLC

9,278

339,301

InterContinental Hotel Group PLC ADR

25,155

464,864

Johnson Matthey PLC

15,624

472,127

Reckitt Benckiser Group PLC

13,645

701,766

Rio Tinto PLC sponsored ADR

13,100

708,186

Rolls-Royce Group PLC

53,737

607,099

Rolls-Royce Group PLC Class C

3,707,853

5,963

Rotork PLC

9,700

262,696

SABMiller PLC

19,566

714,751

Serco Group PLC

42,761

357,251

Shaftesbury PLC

20,033

162,374

Standard Chartered PLC (United Kingdom)

41,951

984,323

Tesco PLC

78,253

505,588

Unite Group PLC

48,100

136,763

Victrex PLC

7,600

155,223

TOTAL UNITED KINGDOM

12,294,254

United States of America - 13.3%

Allergan, Inc.

3,400

286,008

Autoliv, Inc. (d)

8,300

479,491

Berkshire Hathaway, Inc. Class B (a)

8,923

694,745

Cymer, Inc. (a)

3,700

160,765

eBay, Inc. (a)

10,536

335,361

Google, Inc. Class A (a)

620

367,437

ION Geophysical Corp. (a)

35,300

268,986

JPMorgan Chase & Co.

6,600

229,416

Juniper Networks, Inc. (a)

23,500

575,045

Lam Research Corp. (a)

5,555

238,809

Martin Marietta Materials, Inc. (d)

2,300

165,991

MasterCard, Inc. Class A

2,600

902,824

Mead Johnson Nutrition Co. Class A

10,100

725,685

Mohawk Industries, Inc. (a)

7,000

368,550

Nuance Communications, Inc. (a)

5,044

133,565

Philip Morris International, Inc.

14,908

1,041,622

ResMed, Inc. (a)

11,300

319,790

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

3,189

$ 174,215

Union Pacific Corp.

5,700

567,549

Visa, Inc. Class A

8,900

830,014

TOTAL UNITED STATES OF AMERICA

8,865,868

TOTAL COMMON STOCKS

(Cost $64,891,214)


63,654,923

Money Market Funds - 13.0%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

3,244,067

3,244,067

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

5,405,750

5,405,750

TOTAL MONEY MARKET FUNDS

(Cost $8,649,817)


8,649,817

TOTAL INVESTMENT PORTFOLIO - 108.8%

(Cost $73,541,031)

72,304,740

NET OTHER ASSETS (LIABILITIES) - (8.8)%

(5,864,357)

NET ASSETS - 100%

$ 66,440,383

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 133

Fidelity Securities Lending Cash Central Fund

30,491

Total

$ 30,624

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 12,294,254

$ 12,294,254

$ -

$ -

United States of America

8,865,868

8,865,868

-

-

Switzerland

6,377,503

6,377,503

-

-

Japan

4,911,043

-

4,911,043

-

Australia

3,451,345

284,961

3,166,384

-

Germany

3,230,254

3,230,254

-

-

France

2,688,795

2,688,795

-

-

Belgium

2,335,700

428,232

1,907,468

-

Denmark

1,927,059

1,927,059

-

-

Other

17,573,102

15,117,196

2,455,906

-

Money Market Funds

8,649,817

8,649,817

-

-

Total Investments in Securities:

$ 72,304,740

$ 59,863,939

$ 12,440,801

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $4,617,271 of which $1,819,472 and $2,797,799 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,993,707) - See accompanying schedule:

Unaffiliated issuers (cost $64,891,214)

$ 63,654,923

 

Fidelity Central Funds (cost $8,649,817)

8,649,817

 

Total Investments (cost $73,541,031)

 

$ 72,304,740

Foreign currency held at value (cost $25)

25

Receivable for fund shares sold

215,605

Dividends receivable

77,337

Distributions receivable from Fidelity Central Funds

1,200

Prepaid expenses

325

Receivable from investment adviser for expense reductions

47,592

Other receivables

8,776

Total assets

72,655,600

 

 

 

Liabilities

Payable to custodian bank

$ 86

Payable for investments purchased

556,492

Payable for fund shares redeemed

129,097

Accrued management fee

43,489

Distribution and service plan fees payable

4,953

Other affiliated payables

18,627

Other payables and accrued expenses

56,723

Collateral on securities loaned, at value

5,405,750

Total liabilities

6,215,217

 

 

 

Net Assets

$ 66,440,383

Net Assets consist of:

 

Paid in capital

$ 72,102,749

Undistributed net investment income

591,460

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,018,547)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(1,235,279)

Net Assets

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($6,352,040 ÷ 784,991 shares)

$ 8.09

 

 

 

Maximum offering price per share (100/94.25 of $8.09)

$ 8.58

Class T:
Net Asset Value
and redemption price per share ($2,917,485 ÷ 360,874 shares)

$ 8.08

 

 

 

Maximum offering price per share (100/96.50 of $8.08)

$ 8.37

Class B:
Net Asset Value
and offering price per share ($473,300 ÷ 58,728 shares)A

$ 8.06

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,767,455 ÷ 344,459 shares)A

$ 8.03

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($53,437,349 ÷ 6,578,532 shares)

$ 8.12

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($492,754 ÷ 60,686 shares)

$ 8.12

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 1,423,446

Interest

 

1,263

Income from Fidelity Central Funds

 

30,624

Income before foreign taxes withheld

 

1,455,333

Less foreign taxes withheld

 

(88,339)

Total income

 

1,366,994

 

 

 

Expenses

Management fee
Basic fee

$ 410,826

Performance adjustment

56,123

Transfer agent fees

177,014

Distribution and service plan fees

51,133

Accounting and security lending fees

30,647

Custodian fees and expenses

63,389

Independent trustees' compensation

307

Registration fees

81,018

Audit

62,443

Legal

205

Miscellaneous

356

Total expenses before reductions

933,461

Expense reductions

(195,414)

738,047

Net investment income (loss)

628,947

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,846,627

Foreign currency transactions

(28,806)

Total net realized gain (loss)

 

1,817,821

Change in net unrealized appreciation (depreciation) on:

Investment securities

(6,054,664)

Assets and liabilities in foreign currencies

(2,910)

Total change in net unrealized appreciation (depreciation)

 

(6,057,574)

Net gain (loss)

(4,239,753)

Net increase (decrease) in net assets resulting from operations

$ (3,610,806)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 628,947

$ 244,323

Net realized gain (loss)

1,817,821

1,690,004

Change in net unrealized appreciation (depreciation)

(6,057,574)

3,221,795

Net increase (decrease) in net assets resulting
from operations

(3,610,806)

5,156,122

Distributions to shareholders from net investment income

(276,358)

(167,219)

Distributions to shareholders from net realized gain

(48,341)

(78,510)

Total distributions

(324,699)

(245,729)

Share transactions - net increase (decrease)

35,841,228

8,231,990

Redemption fees

7,927

2,560

Total increase (decrease) in net assets

31,913,650

13,144,943

 

 

 

Net Assets

Beginning of period

34,526,733

21,381,790

End of period (including undistributed net investment income of $591,460 and undistributed net investment income of $237,573, respectively)

$ 66,440,383

$ 34,526,733

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.29)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  - H

  -

  -

  -

Total distributions

  (.01)

  -

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Growth 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 4,011,207

Gross unrealized depreciation

(5,680,632)

Net unrealized appreciation (depreciation) on securities and other investments

$ (1,669,425)

 

 

Tax Cost

$ 73,974,165

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 623,318

Capital loss carryforward

$ (4,617,271)

Net unrealized appreciation (depreciation)

$ (1,668,413)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 324,699

$ 245,729

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $72,616,731 and $38,664,366, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. The Fund's performance adjustment took effect in November 2008. Subsequent months will be added until the performance period includes 36 months. For the period, the total annual management fee rate, including the performance adjustment, was .80% 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%

$ 12,491

$ 190

Class T

.25%

.25%

10,239

1

Class B

.75%

.25%

5,882

4,518

Class C

.75%

.25%

22,521

7,930

 

 

 

$ 51,133

$ 12,639

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 7,797

Class T

1,892

Class B*

695

Class C*

351

 

$ 10,735

* 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

$ 15,298

.31

Class T

6,766

.33

Class B

1,802

.31

Class C

6,897

.31

International Growth

144,927

.30

Institutional Class

1,324

.29

 

$ 177,014

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $670 for the period.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $165 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 $30,491. During the period, there were no securities loaned to FCM.

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.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.45%

$ 15,994

Class T

1.70%

6,877

Class B

2.20%

2,026

Class C

2.20%

7,234

International Growth

1.20%

151,732

Institutional Class

1.20%

1,375

 

 

$ 185,238

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $286.

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 $9,776 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 $114.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 19,878

$ 10,514

Class T

5,087

1,819

Class B

545

-

Class C

1,547

-

International Growth

247,117

154,599

Institutional Class

2,184

287

Total

$ 276,358

$ 167,219

From net realized gain

 

 

Class A

$ 4,255

$ 5,713

Class T

1,455

2,067

Class B

211

-

Class C

826

2,797

International Growth

41,245

67,807

Institutional Class

349

126

Total

$ 48,341

$ 78,510

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

547,911

247,866

$ 4,762,829

$ 1,869,390

Reinvestment of distributions

2,679

2,011

22,867

14,999

Shares redeemed

(133,581)

(88,980)

(1,142,023)

(650,197)

Net increase (decrease)

417,009

160,897

$ 3,643,673

$ 1,234,192

Class T

 

 

 

 

Shares sold

292,221

73,695

$ 2,542,402

$ 554,529

Reinvestment of distributions

762

513

6,516

3,840

Shares redeemed

(55,432)

(26,780)

(470,382)

(194,364)

Net increase (decrease)

237,551

47,428

$ 2,078,536

$ 364,005

Class B

 

 

 

 

Shares sold

22,762

37,806

$ 193,446

$ 276,981

Reinvestment of distributions

78

-

670

-

Shares redeemed

(33,639)

(15,339)

(282,311)

(113,063)

Net increase (decrease)

(10,799)

22,467

$ (88,195)

$ 163,918

Class C

 

 

 

 

Shares sold

258,483

110,505

$ 2,202,762

$ 831,229

Reinvestment of distributions

274

369

2,357

2,760

Shares redeemed

(65,559)

(71,336)

(555,739)

(504,821)

Net increase (decrease)

193,198

39,538

$ 1,649,380

$ 329,168

International Growth

 

 

 

 

Shares sold

5,799,026

1,971,246

$ 50,047,832

$ 14,829,454

Reinvestment of distributions

33,184

28,518

283,553

212,744

Shares redeemed

(2,639,092)

(1,213,664)

(22,190,157)

(8,965,012)

Net increase (decrease)

3,193,118

786,100

$ 28,141,228

$ 6,077,186

Institutional Class

 

 

 

 

Shares sold

76,126

11,311

$ 670,433

$ 86,413

Reinvestment of distributions

292

55

2,491

412

Shares redeemed

(29,187)

(3,097)

(256,318)

(23,304)

Net increase (decrease)

47,231

8,269

$ 416,606

$ 63,521

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 9, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the funds' Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch, may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Growth Fund voted to pay on December 5, 2011, to shareholders of record at the opening of business on December 2, 2011, a distribution of $.006 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.079 per share from net investment income.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Growth Fund

12/06/2010

$0.072

$0.008

 

12/31/2010

$0.008

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts, considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30896

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30898

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

* 0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer graphic)

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www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


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Fidelity Investments
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Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report


To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
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17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
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851 East Hamilton Avenue
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281 East Flatiron Circle
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175 East Altamonte Drive
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2948 N. Federal Highway
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4671 Town Center Parkway
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8880 Tamiami Trail, North
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230 Royal Palm Way
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3501 PGA Boulevard
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3550 Tamiami Trail, South
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1502 N. Westshore Blvd.
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Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
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Illinois

One North LaSalle Street
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Indiana

8480 Keystone Crossing
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Kansas

5400 College Boulevard
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Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
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Massachusetts

801 Boylston Street
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44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

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New York, NY

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2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

Investment Adviser

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Investment Sub-Advisers

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IGF-UANN-1211
1.912349.101

(Fidelity Logo)

Fidelity Advisor®

International Growth

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T,
Class B, and Class C are
classes of Fidelity®
International Growth Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-8.35%

-5.92%

  Class T (incl. 3.50% sales charge)

-6.42%

-5.61%

  Class B (incl. contingent deferred sales charge) B

-8.29%

-5.94%

  Class C (incl. contingent deferred sales charge) C

-4.53%

-5.24%

A From November 1, 2007.

B Class B shares' contingent deferred sales charge included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Growth Fund - Class A on November 1, 2007, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index performed over the same period.

dif30912

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Class A, Class T, Class B and Class C shares fell 2.76%, 3.03%, 3.47% and 3.57%, respectively (excluding sales charges), versus a 2.69% decline in the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index. Stock selection in continental Europe and Japan was helpful, while an out-of-benchmark stake in the U.S. also contributed. However, my choices within non-index emerging markets were poor, notably Brazil and Turkey, while picks in the U.K., Canada and Australia further detracted. From a sector view, positioning in information technology, consumer discretionary and financials added value. In contrast, picks in health care equipment/services, capital goods and the food/beverage/tobacco segment of consumer staples notably detracted. On an individual security basis, lacking a position in weak-performing U.K.-based bank and benchmark component Lloyds Banking Group helped, as did out-of-benchmark stakes in U.S.-based credit card processor MasterCard and baby food maker Mead Johnson Nutrition. Conversely, not owning index constituent British American Tobacco hurt. I chose to own Philip Morris International instead - another of the fund's contributors. Non-index holdings in Turkish bank Turkiye Garanti Bankasi and Canadian energy company Niko Resources also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 861.60

$ 6.80

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 860.50

$ 7.97

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 858.40

$ 10.31

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 857.90

$ 10.30

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.5%

 

dif30472

United States of America 17.5%

 

dif30474

Switzerland 9.6%

 

dif30476

Japan 7.4%

 

dif30478

Australia 5.2%

 

dif30480

Germany 4.9%

 

dif30482

France 4.1%

 

dif30484

Belgium 3.5%

 

dif30486

Denmark 2.9%

 

dif30488

Other 26.4%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.2%

 

dif30472

United States of America 13.6%

 

dif30474

Switzerland 9.2%

 

dif30476

Japan 7.5%

 

dif30478

Germany 5.5%

 

dif30480

Australia 5.2%

 

dif30482

Belgium 3.5%

 

dif30484

France 3.4%

 

dif30486

Brazil 3.0%

 

dif30488

Other 28.9%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.8

97.9

Short-Term Investments and Net Other Assets

4.2

2.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

4.9

4.6

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

3.6

4.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.9

2.8

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Linde AG (Germany, Chemicals)

2.2

1.9

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.2

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.2

Danone (France, Food Products)

1.7

0.8

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.7

2.1

Philip Morris International, Inc. (United States of America, Tobacco)

1.6

0.7

 

25.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

22.2

17.0

Materials

15.8

18.2

Industrials

12.7

14.5

Consumer Discretionary

12.1

12.8

Financials

10.4

13.3

Information Technology

8.5

7.7

Health Care

8.2

7.1

Energy

5.2

5.5

Telecommunication Services

0.7

0.8

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value

Australia - 5.2%

Coca-Cola Amatil Ltd.

26,816

$ 346,197

CSL Ltd.

25,527

768,921

MAp Group unit

58,681

209,411

Newcrest Mining Ltd.

16,135

570,295

Newcrest Mining Ltd. sponsored ADR

8,107

284,961

OZ Minerals Ltd.

23,905

287,097

QBE Insurance Group Ltd.

11,795

181,577

Woolworths Ltd.

10,289

257,227

WorleyParsons Ltd.

18,798

545,659

TOTAL AUSTRALIA

3,451,345

Austria - 0.8%

Andritz AG

4,500

398,750

Zumtobel AG

7,800

162,672

TOTAL AUSTRIA

561,422

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

31,193

137,953

Bailiwick of Jersey - 1.2%

Informa PLC

26,847

156,467

Randgold Resources Ltd. sponsored ADR

5,835

639,341

TOTAL BAILIWICK OF JERSEY

795,808

Belgium - 3.5%

Anheuser-Busch InBev SA NV

34,391

1,907,468

Umicore SA

9,945

428,232

TOTAL BELGIUM

2,335,700

Bermuda - 1.4%

Lazard Ltd. Class A

9,492

259,511

Li & Fung Ltd.

266,000

512,634

Trinity Ltd.

200,000

181,272

TOTAL BERMUDA

953,417

Brazil - 2.7%

Arezzo Industria e Comercio SA

13,600

179,781

BM&F Bovespa SA

55,500

331,281

BR Malls Participacoes SA

15,500

167,438

Braskem SA Class A sponsored ADR

18,900

340,956

Iguatemi Empresa de Shopping Centers SA

8,700

168,559

Common Stocks - continued

Shares

Value

Brazil - continued

Itau Unibanco Banco Multiplo SA sponsored ADR

15,830

$ 302,670

Multiplan Empreendimentos Imobiliarios SA

13,300

268,912

TOTAL BRAZIL

1,759,597

Canada - 2.6%

Agnico-Eagle Mines Ltd. (Canada)

7,600

329,662

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,000

417,987

Goldcorp, Inc.

4,900

238,401

Niko Resources Ltd.

5,700

313,519

Open Text Corp. (a)

4,800

293,773

Pan American Silver Corp.

5,000

139,800

TOTAL CANADA

1,733,142

Cayman Islands - 1.3%

NVC Lighting Holdings Ltd.

412,000

178,887

Sands China Ltd. (a)

102,600

308,332

Wynn Macau Ltd.

129,400

362,563

TOTAL CAYMAN ISLANDS

849,782

Chile - 0.4%

Banco Santander Chile sponsored ADR (d)

3,400

277,712

China - 0.5%

Baidu.com, Inc. sponsored ADR (a)

2,580

361,664

Denmark - 2.9%

Novo Nordisk A/S Series B sponsored ADR (d)

13,700

1,456,310

William Demant Holding A/S (a)

5,900

470,749

TOTAL DENMARK

1,927,059

Finland - 1.5%

Metso Corp.

4,600

179,138

Nokian Tyres PLC

12,900

473,979

Outotec Oyj

8,000

373,985

TOTAL FINLAND

1,027,102

France - 4.1%

Alstom SA

16,016

600,659

Danone

15,852

1,103,460

Remy Cointreau SA

3,690

303,332

Safran SA

20,800

681,344

TOTAL FRANCE

2,688,795

Common Stocks - continued

Shares

Value

Germany - 4.9%

alstria office REIT-AG

13,500

$ 173,562

Bayerische Motoren Werke AG (BMW)

3,422

279,691

Linde AG

9,241

1,470,052

MAN SE

2,427

215,261

Siemens AG sponsored ADR (d)

10,400

1,091,688

TOTAL GERMANY

3,230,254

Hong Kong - 0.9%

Hong Kong Exchanges and Clearing Ltd.

33,700

571,279

India - 0.5%

Bharti Airtel Ltd.

42,571

340,939

Ireland - 1.1%

CRH PLC sponsored ADR (d)

19,800

364,518

James Hardie Industries NV sponsored ADR (a)

11,400

369,702

TOTAL IRELAND

734,220

Israel - 0.2%

Azrieli Group

6,300

162,097

Italy - 1.2%

Fiat Industrial SpA (a)

40,201

350,773

Interpump Group SpA

23,751

152,972

Saipem SpA

6,670

299,072

TOTAL ITALY

802,817

Japan - 7.4%

Autobacs Seven Co. Ltd.

7,500

343,476

Denso Corp.

16,900

519,797

Fanuc Corp.

5,400

873,239

Fast Retailing Co. Ltd.

1,500

269,488

Japan Tobacco, Inc.

41

204,951

Keyence Corp.

2,420

615,269

Kobayashi Pharmaceutical Co. Ltd.

6,000

297,454

Osaka Securities Exchange Co. Ltd.

63

295,260

SHO-BOND Holdings Co. Ltd.

6,600

147,245

Unicharm Corp.

9,800

438,938

USS Co. Ltd.

7,010

579,585

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

4,911,043

Mexico - 1.1%

Wal-Mart de Mexico SA de CV Series V

287,100

741,667

Common Stocks - continued

Shares

Value

Netherlands - 1.4%

ASML Holding NV

17,400

$ 729,582

QIAGEN NV (a)(d)

13,300

183,274

TOTAL NETHERLANDS

912,856

Portugal - 0.9%

Jeronimo Martins SGPS SA

33,075

572,156

South Africa - 1.7%

African Rainbow Minerals Ltd.

14,739

340,641

Clicks Group Ltd.

28,722

150,734

JSE Ltd.

29,300

259,466

Mr Price Group Ltd.

28,700

276,285

MTN Group Ltd.

7,300

127,414

TOTAL SOUTH AFRICA

1,154,540

Spain - 1.3%

Inditex SA

5,827

530,288

Prosegur Compania de Seguridad SA (Reg.)

6,000

299,338

TOTAL SPAIN

829,626

Sweden - 1.9%

Fagerhult AB

6,100

143,622

H&M Hennes & Mauritz AB (B Shares)

21,979

727,852

Swedish Match Co.

10,400

359,878

TOTAL SWEDEN

1,231,352

Switzerland - 9.6%

Nestle SA

55,720

3,231,892

Novartis AG sponsored ADR

4,800

271,056

Roche Holding AG (participation certificate)

7,212

1,189,193

Schindler Holding AG:

(participation certificate)

2,598

305,525

(Reg.)

730

85,931

The Swatch Group AG (Bearer)

2,280

965,470

UBS AG (NY Shares) (a)

26,025

328,436

TOTAL SWITZERLAND

6,377,503

Turkey - 1.6%

Anadolu Efes Biracilik ve Malt Sanayii AS

12,800

155,634

Coca-Cola Icecek AS

23,000

312,173

Tupras-Turkiye Petrol Rafinerileri AS

6,687

151,268

Turkiye Garanti Bankasi AS

125,500

442,879

TOTAL TURKEY

1,061,954

Common Stocks - continued

Shares

Value

United Kingdom - 18.5%

Anglo American PLC:

ADR

18,300

$ 335,805

(United Kingdom)

4,800

177,044

Babcock International Group PLC

39,300

445,260

BG Group PLC

84,755

1,848,950

BHP Billiton PLC ADR (d)

38,300

2,411,751

GlaxoSmithKline PLC sponsored ADR

11,100

497,169

Imperial Tobacco Group PLC

9,278

339,301

InterContinental Hotel Group PLC ADR

25,155

464,864

Johnson Matthey PLC

15,624

472,127

Reckitt Benckiser Group PLC

13,645

701,766

Rio Tinto PLC sponsored ADR

13,100

708,186

Rolls-Royce Group PLC

53,737

607,099

Rolls-Royce Group PLC Class C

3,707,853

5,963

Rotork PLC

9,700

262,696

SABMiller PLC

19,566

714,751

Serco Group PLC

42,761

357,251

Shaftesbury PLC

20,033

162,374

Standard Chartered PLC (United Kingdom)

41,951

984,323

Tesco PLC

78,253

505,588

Unite Group PLC

48,100

136,763

Victrex PLC

7,600

155,223

TOTAL UNITED KINGDOM

12,294,254

United States of America - 13.3%

Allergan, Inc.

3,400

286,008

Autoliv, Inc. (d)

8,300

479,491

Berkshire Hathaway, Inc. Class B (a)

8,923

694,745

Cymer, Inc. (a)

3,700

160,765

eBay, Inc. (a)

10,536

335,361

Google, Inc. Class A (a)

620

367,437

ION Geophysical Corp. (a)

35,300

268,986

JPMorgan Chase & Co.

6,600

229,416

Juniper Networks, Inc. (a)

23,500

575,045

Lam Research Corp. (a)

5,555

238,809

Martin Marietta Materials, Inc. (d)

2,300

165,991

MasterCard, Inc. Class A

2,600

902,824

Mead Johnson Nutrition Co. Class A

10,100

725,685

Mohawk Industries, Inc. (a)

7,000

368,550

Nuance Communications, Inc. (a)

5,044

133,565

Philip Morris International, Inc.

14,908

1,041,622

ResMed, Inc. (a)

11,300

319,790

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

3,189

$ 174,215

Union Pacific Corp.

5,700

567,549

Visa, Inc. Class A

8,900

830,014

TOTAL UNITED STATES OF AMERICA

8,865,868

TOTAL COMMON STOCKS

(Cost $64,891,214)


63,654,923

Money Market Funds - 13.0%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

3,244,067

3,244,067

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

5,405,750

5,405,750

TOTAL MONEY MARKET FUNDS

(Cost $8,649,817)


8,649,817

TOTAL INVESTMENT PORTFOLIO - 108.8%

(Cost $73,541,031)

72,304,740

NET OTHER ASSETS (LIABILITIES) - (8.8)%

(5,864,357)

NET ASSETS - 100%

$ 66,440,383

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 133

Fidelity Securities Lending Cash Central Fund

30,491

Total

$ 30,624

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 12,294,254

$ 12,294,254

$ -

$ -

United States of America

8,865,868

8,865,868

-

-

Switzerland

6,377,503

6,377,503

-

-

Japan

4,911,043

-

4,911,043

-

Australia

3,451,345

284,961

3,166,384

-

Germany

3,230,254

3,230,254

-

-

France

2,688,795

2,688,795

-

-

Belgium

2,335,700

428,232

1,907,468

-

Denmark

1,927,059

1,927,059

-

-

Other

17,573,102

15,117,196

2,455,906

-

Money Market Funds

8,649,817

8,649,817

-

-

Total Investments in Securities:

$ 72,304,740

$ 59,863,939

$ 12,440,801

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $4,617,271 of which $1,819,472 and $2,797,799 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,993,707) - See accompanying schedule:

Unaffiliated issuers (cost $64,891,214)

$ 63,654,923

 

Fidelity Central Funds (cost $8,649,817)

8,649,817

 

Total Investments (cost $73,541,031)

 

$ 72,304,740

Foreign currency held at value (cost $25)

25

Receivable for fund shares sold

215,605

Dividends receivable

77,337

Distributions receivable from Fidelity Central Funds

1,200

Prepaid expenses

325

Receivable from investment adviser for expense reductions

47,592

Other receivables

8,776

Total assets

72,655,600

 

 

 

Liabilities

Payable to custodian bank

$ 86

Payable for investments purchased

556,492

Payable for fund shares redeemed

129,097

Accrued management fee

43,489

Distribution and service plan fees payable

4,953

Other affiliated payables

18,627

Other payables and accrued expenses

56,723

Collateral on securities loaned, at value

5,405,750

Total liabilities

6,215,217

 

 

 

Net Assets

$ 66,440,383

Net Assets consist of:

 

Paid in capital

$ 72,102,749

Undistributed net investment income

591,460

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,018,547)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(1,235,279)

Net Assets

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($6,352,040 ÷ 784,991 shares)

$ 8.09

 

 

 

Maximum offering price per share (100/94.25 of $8.09)

$ 8.58

Class T:
Net Asset Value
and redemption price per share ($2,917,485 ÷ 360,874 shares)

$ 8.08

 

 

 

Maximum offering price per share (100/96.50 of $8.08)

$ 8.37

Class B:
Net Asset Value
and offering price per share ($473,300 ÷ 58,728 shares)A

$ 8.06

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,767,455 ÷ 344,459 shares)A

$ 8.03

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($53,437,349 ÷ 6,578,532 shares)

$ 8.12

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($492,754 ÷ 60,686 shares)

$ 8.12

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 1,423,446

Interest

 

1,263

Income from Fidelity Central Funds

 

30,624

Income before foreign taxes withheld

 

1,455,333

Less foreign taxes withheld

 

(88,339)

Total income

 

1,366,994

 

 

 

Expenses

Management fee
Basic fee

$ 410,826

Performance adjustment

56,123

Transfer agent fees

177,014

Distribution and service plan fees

51,133

Accounting and security lending fees

30,647

Custodian fees and expenses

63,389

Independent trustees' compensation

307

Registration fees

81,018

Audit

62,443

Legal

205

Miscellaneous

356

Total expenses before reductions

933,461

Expense reductions

(195,414)

738,047

Net investment income (loss)

628,947

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,846,627

Foreign currency transactions

(28,806)

Total net realized gain (loss)

 

1,817,821

Change in net unrealized appreciation (depreciation) on:

Investment securities

(6,054,664)

Assets and liabilities in foreign currencies

(2,910)

Total change in net unrealized appreciation (depreciation)

 

(6,057,574)

Net gain (loss)

(4,239,753)

Net increase (decrease) in net assets resulting from operations

$ (3,610,806)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 628,947

$ 244,323

Net realized gain (loss)

1,817,821

1,690,004

Change in net unrealized appreciation (depreciation)

(6,057,574)

3,221,795

Net increase (decrease) in net assets resulting
from operations

(3,610,806)

5,156,122

Distributions to shareholders from net investment income

(276,358)

(167,219)

Distributions to shareholders from net realized gain

(48,341)

(78,510)

Total distributions

(324,699)

(245,729)

Share transactions - net increase (decrease)

35,841,228

8,231,990

Redemption fees

7,927

2,560

Total increase (decrease) in net assets

31,913,650

13,144,943

 

 

 

Net Assets

Beginning of period

34,526,733

21,381,790

End of period (including undistributed net investment income of $591,460 and undistributed net investment income of $237,573, respectively)

$ 66,440,383

$ 34,526,733

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.29)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  - H

  -

  -

  -

Total distributions

  (.01)

  -

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Growth 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 4,011,207

Gross unrealized depreciation

(5,680,632)

Net unrealized appreciation (depreciation) on securities and other investments

$ (1,669,425)

 

 

Tax Cost

$ 73,974,165

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 623,318

Capital loss carryforward

$ (4,617,271)

Net unrealized appreciation (depreciation)

$ (1,668,413)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 324,699

$ 245,729

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $72,616,731 and $38,664,366, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. The Fund's performance adjustment took effect in November 2008. Subsequent months will be added until the performance period includes 36 months. For the period, the total annual management fee rate, including the performance adjustment, was .80% 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%

$ 12,491

$ 190

Class T

.25%

.25%

10,239

1

Class B

.75%

.25%

5,882

4,518

Class C

.75%

.25%

22,521

7,930

 

 

 

$ 51,133

$ 12,639

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 7,797

Class T

1,892

Class B*

695

Class C*

351

 

$ 10,735

* 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

$ 15,298

.31

Class T

6,766

.33

Class B

1,802

.31

Class C

6,897

.31

International Growth

144,927

.30

Institutional Class

1,324

.29

 

$ 177,014

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $670 for the period.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $165 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 $30,491. During the period, there were no securities loaned to FCM.

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.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.45%

$ 15,994

Class T

1.70%

6,877

Class B

2.20%

2,026

Class C

2.20%

7,234

International Growth

1.20%

151,732

Institutional Class

1.20%

1,375

 

 

$ 185,238

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $286.

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 $9,776 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 $114.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 19,878

$ 10,514

Class T

5,087

1,819

Class B

545

-

Class C

1,547

-

International Growth

247,117

154,599

Institutional Class

2,184

287

Total

$ 276,358

$ 167,219

From net realized gain

 

 

Class A

$ 4,255

$ 5,713

Class T

1,455

2,067

Class B

211

-

Class C

826

2,797

International Growth

41,245

67,807

Institutional Class

349

126

Total

$ 48,341

$ 78,510

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

547,911

247,866

$ 4,762,829

$ 1,869,390

Reinvestment of distributions

2,679

2,011

22,867

14,999

Shares redeemed

(133,581)

(88,980)

(1,142,023)

(650,197)

Net increase (decrease)

417,009

160,897

$ 3,643,673

$ 1,234,192

Class T

 

 

 

 

Shares sold

292,221

73,695

$ 2,542,402

$ 554,529

Reinvestment of distributions

762

513

6,516

3,840

Shares redeemed

(55,432)

(26,780)

(470,382)

(194,364)

Net increase (decrease)

237,551

47,428

$ 2,078,536

$ 364,005

Class B

 

 

 

 

Shares sold

22,762

37,806

$ 193,446

$ 276,981

Reinvestment of distributions

78

-

670

-

Shares redeemed

(33,639)

(15,339)

(282,311)

(113,063)

Net increase (decrease)

(10,799)

22,467

$ (88,195)

$ 163,918

Class C

 

 

 

 

Shares sold

258,483

110,505

$ 2,202,762

$ 831,229

Reinvestment of distributions

274

369

2,357

2,760

Shares redeemed

(65,559)

(71,336)

(555,739)

(504,821)

Net increase (decrease)

193,198

39,538

$ 1,649,380

$ 329,168

International Growth

 

 

 

 

Shares sold

5,799,026

1,971,246

$ 50,047,832

$ 14,829,454

Reinvestment of distributions

33,184

28,518

283,553

212,744

Shares redeemed

(2,639,092)

(1,213,664)

(22,190,157)

(8,965,012)

Net increase (decrease)

3,193,118

786,100

$ 28,141,228

$ 6,077,186

Institutional Class

 

 

 

 

Shares sold

76,126

11,311

$ 670,433

$ 86,413

Reinvestment of distributions

292

55

2,491

412

Shares redeemed

(29,187)

(3,097)

(256,318)

(23,304)

Net increase (decrease)

47,231

8,269

$ 416,606

$ 63,521

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 9, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/05/11

12/02/11

$.063

$.006

 

 

 

 

 

Class T

12/05/11

12/02/11

$.051

$.006

 

 

 

 

 

Class B

12/05/11

12/02/11

$-

$-

 

 

 

 

 

Class C

12/05/11

12/02/11

$.007

$.006

Class A, Class T, Class B, and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/2010

$0.059

$0.008

 

12/31/2010

$0.008

$0.000

Class T

12/06/2010

$0.047

$0.008

 

12/31/2010

0.008

$0.000

Class B

12/06/2010

$0.010

$0.008

 

12/31/2010

$0.008

$0.000

Class C

12/06/2010

$0.012

$0.008

 

12/31/2010

$0.008

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts, considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30896

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30898

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

State Street Bank and Trust Company

Quincy, MAdif30550

AIGF-UANN-1211
1.853348.103

(Fidelity Logo)

Fidelity Advisor®

International Growth

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Growth Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Institutional Class

-2.47%

-4.28%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Growth Fund - Institutional Class on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Institutional Class shares fell 2.47%, versus a 2.69% decline in the MSCI® EAFE® (Europe, Australasia, Far East) Growth Index. Stock selection in continental Europe and Japan was helpful, while an out-of-benchmark stake in the U.S. also contributed. However, my choices within non-index emerging markets were poor, notably Brazil and Turkey, while picks in the U.K., Canada and Australia further detracted. From a sector view, positioning in information technology, consumer discretionary and financials added value. In contrast, picks in health care equipment/services, capital goods and the food/beverage/tobacco segment of consumer staples notably detracted. On an individual security basis, lacking a position in weak-performing U.K.-based bank and benchmark component Lloyds Banking Group helped, as did out-of-benchmark stakes in U.S.-based credit card processor MasterCard and baby food maker Mead Johnson Nutrition. Conversely, not owning index constituent British American Tobacco hurt. I chose to own Philip Morris International instead - another of the fund's contributors. Non-index holdings in Turkish bank Turkiye Garanti Bankasi and Canadian energy company Niko Resources also detracted.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 861.60

$ 6.80

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 860.50

$ 7.97

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 858.40

$ 10.31

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 857.90

$ 10.30

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 862.90

$ 5.63

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.5%

 

dif30472

United States of America 17.5%

 

dif30474

Switzerland 9.6%

 

dif30476

Japan 7.4%

 

dif30478

Australia 5.2%

 

dif30480

Germany 4.9%

 

dif30482

France 4.1%

 

dif30484

Belgium 3.5%

 

dif30486

Denmark 2.9%

 

dif30488

Other 26.4%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.2%

 

dif30472

United States of America 13.6%

 

dif30474

Switzerland 9.2%

 

dif30476

Japan 7.5%

 

dif30478

Germany 5.5%

 

dif30480

Australia 5.2%

 

dif30482

Belgium 3.5%

 

dif30484

France 3.4%

 

dif30486

Brazil 3.0%

 

dif30488

Other 28.9%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.8

97.9

Short-Term Investments and Net Other Assets

4.2

2.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

4.9

4.6

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

3.6

4.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.9

2.8

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Linde AG (Germany, Chemicals)

2.2

1.9

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.2

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.2

Danone (France, Food Products)

1.7

0.8

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.7

2.1

Philip Morris International, Inc. (United States of America, Tobacco)

1.6

0.7

 

25.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

22.2

17.0

Materials

15.8

18.2

Industrials

12.7

14.5

Consumer Discretionary

12.1

12.8

Financials

10.4

13.3

Information Technology

8.5

7.7

Health Care

8.2

7.1

Energy

5.2

5.5

Telecommunication Services

0.7

0.8

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value

Australia - 5.2%

Coca-Cola Amatil Ltd.

26,816

$ 346,197

CSL Ltd.

25,527

768,921

MAp Group unit

58,681

209,411

Newcrest Mining Ltd.

16,135

570,295

Newcrest Mining Ltd. sponsored ADR

8,107

284,961

OZ Minerals Ltd.

23,905

287,097

QBE Insurance Group Ltd.

11,795

181,577

Woolworths Ltd.

10,289

257,227

WorleyParsons Ltd.

18,798

545,659

TOTAL AUSTRALIA

3,451,345

Austria - 0.8%

Andritz AG

4,500

398,750

Zumtobel AG

7,800

162,672

TOTAL AUSTRIA

561,422

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

31,193

137,953

Bailiwick of Jersey - 1.2%

Informa PLC

26,847

156,467

Randgold Resources Ltd. sponsored ADR

5,835

639,341

TOTAL BAILIWICK OF JERSEY

795,808

Belgium - 3.5%

Anheuser-Busch InBev SA NV

34,391

1,907,468

Umicore SA

9,945

428,232

TOTAL BELGIUM

2,335,700

Bermuda - 1.4%

Lazard Ltd. Class A

9,492

259,511

Li & Fung Ltd.

266,000

512,634

Trinity Ltd.

200,000

181,272

TOTAL BERMUDA

953,417

Brazil - 2.7%

Arezzo Industria e Comercio SA

13,600

179,781

BM&F Bovespa SA

55,500

331,281

BR Malls Participacoes SA

15,500

167,438

Braskem SA Class A sponsored ADR

18,900

340,956

Iguatemi Empresa de Shopping Centers SA

8,700

168,559

Common Stocks - continued

Shares

Value

Brazil - continued

Itau Unibanco Banco Multiplo SA sponsored ADR

15,830

$ 302,670

Multiplan Empreendimentos Imobiliarios SA

13,300

268,912

TOTAL BRAZIL

1,759,597

Canada - 2.6%

Agnico-Eagle Mines Ltd. (Canada)

7,600

329,662

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,000

417,987

Goldcorp, Inc.

4,900

238,401

Niko Resources Ltd.

5,700

313,519

Open Text Corp. (a)

4,800

293,773

Pan American Silver Corp.

5,000

139,800

TOTAL CANADA

1,733,142

Cayman Islands - 1.3%

NVC Lighting Holdings Ltd.

412,000

178,887

Sands China Ltd. (a)

102,600

308,332

Wynn Macau Ltd.

129,400

362,563

TOTAL CAYMAN ISLANDS

849,782

Chile - 0.4%

Banco Santander Chile sponsored ADR (d)

3,400

277,712

China - 0.5%

Baidu.com, Inc. sponsored ADR (a)

2,580

361,664

Denmark - 2.9%

Novo Nordisk A/S Series B sponsored ADR (d)

13,700

1,456,310

William Demant Holding A/S (a)

5,900

470,749

TOTAL DENMARK

1,927,059

Finland - 1.5%

Metso Corp.

4,600

179,138

Nokian Tyres PLC

12,900

473,979

Outotec Oyj

8,000

373,985

TOTAL FINLAND

1,027,102

France - 4.1%

Alstom SA

16,016

600,659

Danone

15,852

1,103,460

Remy Cointreau SA

3,690

303,332

Safran SA

20,800

681,344

TOTAL FRANCE

2,688,795

Common Stocks - continued

Shares

Value

Germany - 4.9%

alstria office REIT-AG

13,500

$ 173,562

Bayerische Motoren Werke AG (BMW)

3,422

279,691

Linde AG

9,241

1,470,052

MAN SE

2,427

215,261

Siemens AG sponsored ADR (d)

10,400

1,091,688

TOTAL GERMANY

3,230,254

Hong Kong - 0.9%

Hong Kong Exchanges and Clearing Ltd.

33,700

571,279

India - 0.5%

Bharti Airtel Ltd.

42,571

340,939

Ireland - 1.1%

CRH PLC sponsored ADR (d)

19,800

364,518

James Hardie Industries NV sponsored ADR (a)

11,400

369,702

TOTAL IRELAND

734,220

Israel - 0.2%

Azrieli Group

6,300

162,097

Italy - 1.2%

Fiat Industrial SpA (a)

40,201

350,773

Interpump Group SpA

23,751

152,972

Saipem SpA

6,670

299,072

TOTAL ITALY

802,817

Japan - 7.4%

Autobacs Seven Co. Ltd.

7,500

343,476

Denso Corp.

16,900

519,797

Fanuc Corp.

5,400

873,239

Fast Retailing Co. Ltd.

1,500

269,488

Japan Tobacco, Inc.

41

204,951

Keyence Corp.

2,420

615,269

Kobayashi Pharmaceutical Co. Ltd.

6,000

297,454

Osaka Securities Exchange Co. Ltd.

63

295,260

SHO-BOND Holdings Co. Ltd.

6,600

147,245

Unicharm Corp.

9,800

438,938

USS Co. Ltd.

7,010

579,585

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

4,911,043

Mexico - 1.1%

Wal-Mart de Mexico SA de CV Series V

287,100

741,667

Common Stocks - continued

Shares

Value

Netherlands - 1.4%

ASML Holding NV

17,400

$ 729,582

QIAGEN NV (a)(d)

13,300

183,274

TOTAL NETHERLANDS

912,856

Portugal - 0.9%

Jeronimo Martins SGPS SA

33,075

572,156

South Africa - 1.7%

African Rainbow Minerals Ltd.

14,739

340,641

Clicks Group Ltd.

28,722

150,734

JSE Ltd.

29,300

259,466

Mr Price Group Ltd.

28,700

276,285

MTN Group Ltd.

7,300

127,414

TOTAL SOUTH AFRICA

1,154,540

Spain - 1.3%

Inditex SA

5,827

530,288

Prosegur Compania de Seguridad SA (Reg.)

6,000

299,338

TOTAL SPAIN

829,626

Sweden - 1.9%

Fagerhult AB

6,100

143,622

H&M Hennes & Mauritz AB (B Shares)

21,979

727,852

Swedish Match Co.

10,400

359,878

TOTAL SWEDEN

1,231,352

Switzerland - 9.6%

Nestle SA

55,720

3,231,892

Novartis AG sponsored ADR

4,800

271,056

Roche Holding AG (participation certificate)

7,212

1,189,193

Schindler Holding AG:

(participation certificate)

2,598

305,525

(Reg.)

730

85,931

The Swatch Group AG (Bearer)

2,280

965,470

UBS AG (NY Shares) (a)

26,025

328,436

TOTAL SWITZERLAND

6,377,503

Turkey - 1.6%

Anadolu Efes Biracilik ve Malt Sanayii AS

12,800

155,634

Coca-Cola Icecek AS

23,000

312,173

Tupras-Turkiye Petrol Rafinerileri AS

6,687

151,268

Turkiye Garanti Bankasi AS

125,500

442,879

TOTAL TURKEY

1,061,954

Common Stocks - continued

Shares

Value

United Kingdom - 18.5%

Anglo American PLC:

ADR

18,300

$ 335,805

(United Kingdom)

4,800

177,044

Babcock International Group PLC

39,300

445,260

BG Group PLC

84,755

1,848,950

BHP Billiton PLC ADR (d)

38,300

2,411,751

GlaxoSmithKline PLC sponsored ADR

11,100

497,169

Imperial Tobacco Group PLC

9,278

339,301

InterContinental Hotel Group PLC ADR

25,155

464,864

Johnson Matthey PLC

15,624

472,127

Reckitt Benckiser Group PLC

13,645

701,766

Rio Tinto PLC sponsored ADR

13,100

708,186

Rolls-Royce Group PLC

53,737

607,099

Rolls-Royce Group PLC Class C

3,707,853

5,963

Rotork PLC

9,700

262,696

SABMiller PLC

19,566

714,751

Serco Group PLC

42,761

357,251

Shaftesbury PLC

20,033

162,374

Standard Chartered PLC (United Kingdom)

41,951

984,323

Tesco PLC

78,253

505,588

Unite Group PLC

48,100

136,763

Victrex PLC

7,600

155,223

TOTAL UNITED KINGDOM

12,294,254

United States of America - 13.3%

Allergan, Inc.

3,400

286,008

Autoliv, Inc. (d)

8,300

479,491

Berkshire Hathaway, Inc. Class B (a)

8,923

694,745

Cymer, Inc. (a)

3,700

160,765

eBay, Inc. (a)

10,536

335,361

Google, Inc. Class A (a)

620

367,437

ION Geophysical Corp. (a)

35,300

268,986

JPMorgan Chase & Co.

6,600

229,416

Juniper Networks, Inc. (a)

23,500

575,045

Lam Research Corp. (a)

5,555

238,809

Martin Marietta Materials, Inc. (d)

2,300

165,991

MasterCard, Inc. Class A

2,600

902,824

Mead Johnson Nutrition Co. Class A

10,100

725,685

Mohawk Industries, Inc. (a)

7,000

368,550

Nuance Communications, Inc. (a)

5,044

133,565

Philip Morris International, Inc.

14,908

1,041,622

ResMed, Inc. (a)

11,300

319,790

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

3,189

$ 174,215

Union Pacific Corp.

5,700

567,549

Visa, Inc. Class A

8,900

830,014

TOTAL UNITED STATES OF AMERICA

8,865,868

TOTAL COMMON STOCKS

(Cost $64,891,214)


63,654,923

Money Market Funds - 13.0%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

3,244,067

3,244,067

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

5,405,750

5,405,750

TOTAL MONEY MARKET FUNDS

(Cost $8,649,817)


8,649,817

TOTAL INVESTMENT PORTFOLIO - 108.8%

(Cost $73,541,031)

72,304,740

NET OTHER ASSETS (LIABILITIES) - (8.8)%

(5,864,357)

NET ASSETS - 100%

$ 66,440,383

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 133

Fidelity Securities Lending Cash Central Fund

30,491

Total

$ 30,624

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 12,294,254

$ 12,294,254

$ -

$ -

United States of America

8,865,868

8,865,868

-

-

Switzerland

6,377,503

6,377,503

-

-

Japan

4,911,043

-

4,911,043

-

Australia

3,451,345

284,961

3,166,384

-

Germany

3,230,254

3,230,254

-

-

France

2,688,795

2,688,795

-

-

Belgium

2,335,700

428,232

1,907,468

-

Denmark

1,927,059

1,927,059

-

-

Other

17,573,102

15,117,196

2,455,906

-

Money Market Funds

8,649,817

8,649,817

-

-

Total Investments in Securities:

$ 72,304,740

$ 59,863,939

$ 12,440,801

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $4,617,271 of which $1,819,472 and $2,797,799 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,993,707) - See accompanying schedule:

Unaffiliated issuers (cost $64,891,214)

$ 63,654,923

 

Fidelity Central Funds (cost $8,649,817)

8,649,817

 

Total Investments (cost $73,541,031)

 

$ 72,304,740

Foreign currency held at value (cost $25)

25

Receivable for fund shares sold

215,605

Dividends receivable

77,337

Distributions receivable from Fidelity Central Funds

1,200

Prepaid expenses

325

Receivable from investment adviser for expense reductions

47,592

Other receivables

8,776

Total assets

72,655,600

 

 

 

Liabilities

Payable to custodian bank

$ 86

Payable for investments purchased

556,492

Payable for fund shares redeemed

129,097

Accrued management fee

43,489

Distribution and service plan fees payable

4,953

Other affiliated payables

18,627

Other payables and accrued expenses

56,723

Collateral on securities loaned, at value

5,405,750

Total liabilities

6,215,217

 

 

 

Net Assets

$ 66,440,383

Net Assets consist of:

 

Paid in capital

$ 72,102,749

Undistributed net investment income

591,460

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,018,547)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(1,235,279)

Net Assets

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($6,352,040 ÷ 784,991 shares)

$ 8.09

 

 

 

Maximum offering price per share (100/94.25 of $8.09)

$ 8.58

Class T:
Net Asset Value
and redemption price per share ($2,917,485 ÷ 360,874 shares)

$ 8.08

 

 

 

Maximum offering price per share (100/96.50 of $8.08)

$ 8.37

Class B:
Net Asset Value
and offering price per share ($473,300 ÷ 58,728 shares)A

$ 8.06

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,767,455 ÷ 344,459 shares)A

$ 8.03

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($53,437,349 ÷ 6,578,532 shares)

$ 8.12

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($492,754 ÷ 60,686 shares)

$ 8.12

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 1,423,446

Interest

 

1,263

Income from Fidelity Central Funds

 

30,624

Income before foreign taxes withheld

 

1,455,333

Less foreign taxes withheld

 

(88,339)

Total income

 

1,366,994

 

 

 

Expenses

Management fee
Basic fee

$ 410,826

Performance adjustment

56,123

Transfer agent fees

177,014

Distribution and service plan fees

51,133

Accounting and security lending fees

30,647

Custodian fees and expenses

63,389

Independent trustees' compensation

307

Registration fees

81,018

Audit

62,443

Legal

205

Miscellaneous

356

Total expenses before reductions

933,461

Expense reductions

(195,414)

738,047

Net investment income (loss)

628,947

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,846,627

Foreign currency transactions

(28,806)

Total net realized gain (loss)

 

1,817,821

Change in net unrealized appreciation (depreciation) on:

Investment securities

(6,054,664)

Assets and liabilities in foreign currencies

(2,910)

Total change in net unrealized appreciation (depreciation)

 

(6,057,574)

Net gain (loss)

(4,239,753)

Net increase (decrease) in net assets resulting from operations

$ (3,610,806)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 628,947

$ 244,323

Net realized gain (loss)

1,817,821

1,690,004

Change in net unrealized appreciation (depreciation)

(6,057,574)

3,221,795

Net increase (decrease) in net assets resulting
from operations

(3,610,806)

5,156,122

Distributions to shareholders from net investment income

(276,358)

(167,219)

Distributions to shareholders from net realized gain

(48,341)

(78,510)

Total distributions

(324,699)

(245,729)

Share transactions - net increase (decrease)

35,841,228

8,231,990

Redemption fees

7,927

2,560

Total increase (decrease) in net assets

31,913,650

13,144,943

 

 

 

Net Assets

Beginning of period

34,526,733

21,381,790

End of period (including undistributed net investment income of $591,460 and undistributed net investment income of $237,573, respectively)

$ 66,440,383

$ 34,526,733

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.29)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  - H

  -

  -

  -

Total distributions

  (.01)

  -

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

Net asset value, end of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.03)

  -

  -

Total distributions

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

Net asset value, end of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  68%

  87%

  116%

  115%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Growth 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 4,011,207

Gross unrealized depreciation

(5,680,632)

Net unrealized appreciation (depreciation) on securities and other investments

$ (1,669,425)

 

 

Tax Cost

$ 73,974,165

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 623,318

Capital loss carryforward

$ (4,617,271)

Net unrealized appreciation (depreciation)

$ (1,668,413)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 324,699

$ 245,729

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $72,616,731 and $38,664,366, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. The Fund's performance adjustment took effect in November 2008. Subsequent months will be added until the performance period includes 36 months. For the period, the total annual management fee rate, including the performance adjustment, was .80% 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%

$ 12,491

$ 190

Class T

.25%

.25%

10,239

1

Class B

.75%

.25%

5,882

4,518

Class C

.75%

.25%

22,521

7,930

 

 

 

$ 51,133

$ 12,639

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 7,797

Class T

1,892

Class B*

695

Class C*

351

 

$ 10,735

* 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

$ 15,298

.31

Class T

6,766

.33

Class B

1,802

.31

Class C

6,897

.31

International Growth

144,927

.30

Institutional Class

1,324

.29

 

$ 177,014

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $670 for the period.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $165 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 $30,491. During the period, there were no securities loaned to FCM.

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.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

 

 

 

Class A

1.45%

$ 15,994

Class T

1.70%

6,877

Class B

2.20%

2,026

Class C

2.20%

7,234

International Growth

1.20%

151,732

Institutional Class

1.20%

1,375

 

 

$ 185,238

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $286.

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 $9,776 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 $114.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 19,878

$ 10,514

Class T

5,087

1,819

Class B

545

-

Class C

1,547

-

International Growth

247,117

154,599

Institutional Class

2,184

287

Total

$ 276,358

$ 167,219

From net realized gain

 

 

Class A

$ 4,255

$ 5,713

Class T

1,455

2,067

Class B

211

-

Class C

826

2,797

International Growth

41,245

67,807

Institutional Class

349

126

Total

$ 48,341

$ 78,510

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

547,911

247,866

$ 4,762,829

$ 1,869,390

Reinvestment of distributions

2,679

2,011

22,867

14,999

Shares redeemed

(133,581)

(88,980)

(1,142,023)

(650,197)

Net increase (decrease)

417,009

160,897

$ 3,643,673

$ 1,234,192

Class T

 

 

 

 

Shares sold

292,221

73,695

$ 2,542,402

$ 554,529

Reinvestment of distributions

762

513

6,516

3,840

Shares redeemed

(55,432)

(26,780)

(470,382)

(194,364)

Net increase (decrease)

237,551

47,428

$ 2,078,536

$ 364,005

Class B

 

 

 

 

Shares sold

22,762

37,806

$ 193,446

$ 276,981

Reinvestment of distributions

78

-

670

-

Shares redeemed

(33,639)

(15,339)

(282,311)

(113,063)

Net increase (decrease)

(10,799)

22,467

$ (88,195)

$ 163,918

Class C

 

 

 

 

Shares sold

258,483

110,505

$ 2,202,762

$ 831,229

Reinvestment of distributions

274

369

2,357

2,760

Shares redeemed

(65,559)

(71,336)

(555,739)

(504,821)

Net increase (decrease)

193,198

39,538

$ 1,649,380

$ 329,168

International Growth

 

 

 

 

Shares sold

5,799,026

1,971,246

$ 50,047,832

$ 14,829,454

Reinvestment of distributions

33,184

28,518

283,553

212,744

Shares redeemed

(2,639,092)

(1,213,664)

(22,190,157)

(8,965,012)

Net increase (decrease)

3,193,118

786,100

$ 28,141,228

$ 6,077,186

Institutional Class

 

 

 

 

Shares sold

76,126

11,311

$ 670,433

$ 86,413

Reinvestment of distributions

292

55

2,491

412

Shares redeemed

(29,187)

(3,097)

(256,318)

(23,304)

Net increase (decrease)

47,231

8,269

$ 416,606

$ 63,521

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 9, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/05/11

12/02/11

$.079

$.006

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/2010

$0.072

$0.008

 

12/31/2010

$0.008

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts, considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30896

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

dif30898

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

State Street Bank and Trust Company

Quincy, MAdif30550

AIGFI-UANN-1211
1.853341.103

Fidelity®

International Small Cap

Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
class
A

Fidelity® International Small Cap Fund

-3.65%

1.17%

15.22%

A From September 18, 2002.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Small Cap Fund, a class of the fund, on September 18, 2002, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period.

dif30991

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity® International Small Cap Fund: For the year, the fund's Retail Class shares returned -3.65%, lagging the -2.39% mark of the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Positioning in energy and industrials meaningfully detracted. By contrast, our stakes in health care and financials notably contributed. Geographically, our picks in the U.K. and an overweighting in China hurt, while security selection in Europe, Japan and elsewhere in Asia-Pacific helped. The Europe/Middle East/Africa subportfolio had the weakest performance. U.K. energy firm Aurelian Oil & Gas detracted, while Irish biopharmaceutical firm Elan added value. The Asia-Pacific ex Japan subportfolio finished about even with its benchmark's modest loss. Sino Prosper State Gold Resources Holdings detracted, and Singapore-based consumer electronics firm Pertama Holdings helped. The Japanese subportfolio beat its benchmark's roughly 9% gain. Online advertising firm CyberAgent contributed, and electronic components maker Mitsumi Electric - which we sold - hurt. Elan, Sino Prosper and Pertama were not in the index.

Note to shareholders: Nicholas Price became Co-Portfolio Manager on November 1, 2011.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.55%

 

 

 

Actual

 

$ 1,000.00

$ 831.30

$ 7.15

HypotheticalA

 

$ 1,000.00

$ 1,017.39

$ 7.88

Class T

1.81%

 

 

 

Actual

 

$ 1,000.00

$ 830.40

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.08

$ 9.20

Class B

2.30%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.60

HypotheticalA

 

$ 1,000.00

$ 1,013.61

$ 11.67

Class C

2.27%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.46

HypotheticalA

 

$ 1,000.00

$ 1,013.76

$ 11.52

International Small Cap

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 832.50

$ 5.77

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 832.90

$ 5.59

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 27.8%

 

dif30472

United Kingdom 18.2%

 

dif30474

Germany 8.5%

 

dif30476

Australia 7.5%

 

dif30478

France 5.1%

 

dif30480

Ireland 3.2%

 

dif30482

Bermuda 2.9%

 

dif30484

Cayman Islands 2.5%

 

dif30486

Singapore 2.3%

 

dif30488

Other 22.0%

 

dif31003

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 22.0%

 

dif30472

United Kingdom 18.1%

 

dif30474

Germany 10.2%

 

dif30476

Australia 6.8%

 

dif30478

France 6.7%

 

dif30480

United States of America 3.7%

 

dif30482

Bermuda 3.1%

 

dif30484

Cayman Islands 2.6%

 

dif30486

Norway 2.4%

 

dif30488

Other 24.4%

 

dif31015

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.5

96.7

Bonds

0.1

0.2

Short-Term Investments and Net Other Assets

1.4

3.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

0.7

London Mining PLC (United Kingdom, Metals & Mining)

1.0

1.0

Paddy Power PLC (Ireland) (Ireland, Hotels, Restaurants & Leisure)

0.9

0.1

Kenmare Resources PLC (Ireland, Metals & Mining)

0.9

0.9

Elan Corp. PLC (Ireland, Pharmaceuticals)

0.9

0.8

Tiger Resources Ltd. (Australia, Metals & Mining)

0.9

0.9

Ipsos SA (France, Media)

0.9

0.8

Asahi Intecc Co. Ltd. (Japan, Health Care Equipment & Supplies)

0.9

0.6

CTS Eventim AG (Germany, Media)

0.9

0.7

Lanxess AG (Germany, Chemicals)

0.9

1.0

 

9.5

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

21.0

17.3

Industrials

17.7

18.4

Information Technology

15.0

14.9

Materials

13.6

13.8

Financials

11.3

12.4

Health Care

9.7

8.3

Energy

5.7

6.6

Consumer Staples

2.7

2.3

Telecommunication Services

1.3

2.3

Utilities

0.3

0.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

Australia - 7.5%

Atlas Iron Ltd.

610,639

$ 1,980,723

Ausgold Ltd. (a)(e)

1,220,000

1,528,690

Austal Ltd.

848,401

2,017,722

Beach Energy Ltd.

575,255

707,059

Blackgold International Holdings Ltd.

1,950,000

447,192

carsales.com Ltd. (e)

430,178

2,224,021

Centamin Egypt Ltd. (United Kingdom) (a)

2,018,614

3,564,476

Dart Energy Ltd. (a)

3,642,982

2,344,864

DUET Group

917,947

1,599,925

Goodman Group unit

1,506,880

979,326

Horizon Oil Ltd. (a)

2,028,276

504,048

Iluka Resources Ltd.

130,860

2,175,715

Imdex Ltd.

595,564

1,300,593

Industrea Ltd.

870,384

1,167,628

Iress Market Technology Ltd.

140,627

1,120,793

Ironbark Zinc Ltd. (a)

2,305,831

726,992

Karoon Gas Australia Ltd. (a)

160,153

739,131

Kingsgate Consolidated NL

141,376

1,114,722

Linc Energy Ltd.

508,182

1,091,028

MAp Group unit

169,101

603,458

Medusa Mining Ltd.

239,743

1,685,456

Mesoblast Ltd. (a)(e)

252,300

2,145,258

Mineral Deposits Ltd. (a)

445,391

3,009,757

Mineral Deposits Ltd. (Canada) (a)

457,000

2,874,444

Mirabela Nickel Ltd. (a)

795,964

1,368,741

Monto Minerals Ltd. (a)

273,551

5,383

Navitas Ltd.

464,760

2,013,083

Northern Iron Ltd. (a)

423,362

512,891

Paladin Energy Ltd. (Australia) (a)

113,814

173,825

Panaust Ltd. (a)

455,468

1,539,223

Ramsay Health Care Ltd.

119,108

2,341,572

realestate.com.au Ltd.

84,356

1,144,994

Red 5 Ltd. (a)

4,566,367

890,754

SAI Global Ltd.

942,792

4,696,897

SEEK Ltd.

421,927

2,735,662

Sino Gas & Energy Ltd. (a)

8,152,205

364,173

SomnoMed Ltd. (a)

531,849

613,708

Tiger Resources Ltd. (a)

16,688,264

8,106,796

TPG Telecom Ltd.

891,143

1,333,188

Troy Resources NL

314,010

1,334,616

Wotif.com Holdings Ltd. (e)

562,113

2,166,275

TOTAL AUSTRALIA

68,994,802

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.2%

Informa PLC

1,249,285

$ 7,280,979

LXB Retail Properties PLC (a)(i)

2,495,000

4,052,584

TOTAL BAILIWICK OF JERSEY

11,333,563

Belgium - 0.7%

EVS Broadcast Equipment SA

119,700

6,145,720

Bermuda - 2.9%

Aquarius Platinum Ltd.:

(Australia)

465,705

1,366,313

(United Kingdom)

1,502,800

4,495,254

Asia Satellite Telecommunications Holdings Ltd.

271,000

513,613

Biosensors International Group Ltd. (a)

1,769,000

1,971,308

China Animal Healthcare Ltd.

2,129,000

477,140

China LotSynergy Holdings Ltd. (a)

7,324,000

103,084

China Singyes Solar Tech Holdings Ltd.

818,000

447,262

China Water Affairs Group Ltd.

1,134,000

325,718

G-Resources Group Ltd. (a)

15,882,000

957,927

Imagi International Holdings Ltd. (a)

17,664,000

461,374

Luk Fook Holdings International Ltd.

757,000

3,245,563

Oakley Capital Investments Ltd. (a)

1,596,500

3,555,975

Petra Diamonds Ltd. (a)

2,629,100

4,862,336

Texwinca Holdings Ltd.

874,000

1,107,283

Vtech Holdings Ltd.

279,100

2,606,039

TOTAL BERMUDA

26,496,189

British Virgin Islands - 0.6%

Kalahari Energy (a)(i)

1,451,000

15

Playtech Ltd. (e)

1,183,846

5,183,262

TOTAL BRITISH VIRGIN ISLANDS

5,183,277

Canada - 0.7%

AirSea Lines (a)(i)

1,893,338

26

Banro Corp. (a)

794,600

3,379,750

Rock Well Petroleum, Inc. (a)(i)

770,400

8

Starfield Resources, Inc. (a)

4,328,075

86,835

Teranga Gold Corp. (a)

1,338,099

2,886,004

TOTAL CANADA

6,352,623

Cayman Islands - 2.5%

AirMedia Group, Inc. ADR (a)(e)

150,900

410,448

Airtac International Group

135,000

755,605

China Automation Group Ltd.

1,589,000

551,626

Common Stocks - continued

Shares

Value

Cayman Islands - continued

China Corn Oil Co. Ltd.

967,000

$ 410,222

China High Precision Automation Group Ltd.

712,000

251,117

China Lilang Ltd.

340,000

357,894

China Metal International Holdings, Inc.

2,002,000

356,747

China Real Estate Information Corp. ADR (a)

75,300

448,035

China ZhengTong Auto Services Holdings Ltd.

536,500

580,929

CNinsure, Inc. ADR (a)(e)

31,900

240,845

Concord Medical Services Holdings Ltd. ADR

84,800

310,368

Ctrip.com International Ltd. sponsored ADR (a)

21,900

763,434

Daphne International Holdings Ltd.

662,000

691,631

EVA Precision Industrial Holdings Ltd.

11,604,000

2,996,746

Fook Woo Group Holdings Ltd. (a)

2,055,000

388,301

Haitian International Holdings Ltd.

597,000

530,432

Kingdee International Software Group Co. Ltd.

896,400

363,132

KongZhong Corp. sponsored ADR (a)

46,600

238,592

Lee's Pharmaceutical Holdings Ltd.

595,000

225,337

Little Sheep Group Ltd.

614,000

397,728

Marwyn Value Investors II Ltd. (a)

1,971,700

4,455,098

Ming Fai International Holdings Ltd.

8,719,000

1,269,099

Minth Group Ltd.

574,000

595,563

MStar Semiconductor, Inc.

84,000

486,791

Orchid Developments Group Ltd. (a)

1,180,100

66,424

Perfect World Co. Ltd. sponsored ADR Class B (a)

34,900

454,049

Shenguan Holdings Group Ltd.

3,154,000

1,694,504

Sino-Life Group Ltd. (a)

3,020,000

97,440

SouFun Holdings Ltd. ADR (e)

25,400

324,104

VisionChina Media, Inc. ADR (a)(e)

183,500

330,300

VST Holdings Ltd. (a)

1,858,000

295,617

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

39,000

484,770

Xueda Education Group sponsored ADR

78,600

260,952

Yip's Chemical Holdings Ltd.

592,000

515,290

TOTAL CAYMAN ISLANDS

22,599,170

China - 0.9%

51job, Inc. sponsored ADR (a)

12,800

591,104

AMVIG Holdings Ltd.

764,000

476,697

Baidu.com, Inc. sponsored ADR (a)

9,800

1,373,764

Beijing Jingkelong Co. Ltd. (H Shares)

379,000

370,158

China Metal Recycling (Holdings) Ltd.

436,800

467,680

Dalian Port (PDA) Co. Ltd. (H Shares)

1,786,000

456,603

People's Food Holdings Ltd. (a)

866,000

448,715

Royale Furniture Holdings Ltd.

2,335,074

706,687

Common Stocks - continued

Shares

Value

China - continued

Sino Prosper State Gold Resources Holdings, Ltd. (a)

74,950,000

$ 1,268,788

Weiqiao Textile Co. Ltd. (H Shares)

2,055,500

1,124,065

Zhaojin Mining Industry Co. Ltd. (H Shares)

117,000

208,890

Zhongpin, Inc. (a)(e)

40,200

371,046

Zijin Mining Group Co. Ltd. (H Shares)

1,008,000

429,035

TOTAL CHINA

8,293,232

Cyprus - 0.8%

Buried Hill Energy (Cyprus) PCL (a)(i)

1,947,000

4,867,500

Mirland Development Corp. PLC (a)

822,600

2,516,827

TOTAL CYPRUS

7,384,327

Denmark - 1.3%

DSV de Sammensluttede Vognmaend A/S

297,600

6,016,482

William Demant Holding A/S (a)

69,800

5,569,201

TOTAL DENMARK

11,585,683

France - 5.0%

Altamir Amboise (a)

584,200

5,408,694

ALTEN

125,000

3,567,002

Audika SA

113,900

2,518,867

Axway Software SA (a)

51,625

1,057,369

Devoteam SA (e)

42,500

736,961

Faiveley Transport

45,935

3,152,091

Iliad SA

41,971

4,912,717

Ipsos SA

243,672

8,002,176

LeGuide.com SA (a)

94,400

1,933,474

Maisons France Confort

93,944

3,367,236

Pierre & Vacances

19,190

753,158

Sartorius Stedim Biotech

57,000

3,865,233

Sopra Group SA

41,300

2,623,418

SR Teleperformance SA

153,600

3,248,024

Trigano SA

23,987

439,344

TOTAL FRANCE

45,585,764

Germany - 8.1%

Bilfinger Berger AG

74,327

6,663,344

CENTROTEC Sustainable AG

226,778

4,423,548

CTS Eventim AG

239,026

7,914,105

Delticom AG

49,200

5,501,501

GFK AG

142,601

6,591,341

HeidelbergCement AG

129,066

5,890,704

Lanxess AG

131,385

7,743,871

Common Stocks - continued

Shares

Value

Germany - continued

MTU Aero Engines Holdings AG

84,500

$ 5,678,585

Rational AG

16,720

3,876,907

Rheinmetall AG

60,500

3,224,286

RIB Software AG

413,200

2,573,796

Stroer Out-of-Home Media AG (a)

194,100

2,847,319

Tom Tailor Holding AG (a)

242,500

3,785,520

United Internet AG

331,665

6,547,509

Wirecard AG

41,362

661,132

TOTAL GERMANY

73,923,468

Hong Kong - 0.7%

Convenience Retail Asia Ltd.

700,000

296,043

Dah Sing Financial Holdings Ltd.

172,000

533,943

GZI Transport Ltd.

1,294,000

558,606

I.T Ltd.

1,912,000

1,190,786

Magnificent Estates Ltd.

32,558,000

1,035,192

REXCAPITAL Financial Holdings Ltd.

11,300,000

785,838

Techtronic Industries Co. Ltd.

2,059,500

1,781,948

Tian An China Investments Co. Ltd.

750,000

396,123

YGM Trading Ltd.

115,000

269,918

TOTAL HONG KONG

6,848,397

Iceland - 0.8%

Ossur hf (a)

4,510,900

7,131,195

India - 0.5%

Ahluwalia Contracts (India) Ltd.

230,314

501,916

Educomp Solutions Ltd.

44,518

246,144

Financial Technologies India Ltd.

23,352

349,909

Geodesic Ltd.

256,340

308,497

Grasim Industries Ltd.

9,911

526,336

Indian Overseas Bank

186,286

390,401

IndusInd Bank Ltd.

91,917

560,426

PI Industries Ltd.

54,595

648,096

Thangamayil Jewellery Ltd.

253,192

879,907

TOTAL INDIA

4,411,632

Indonesia - 0.6%

PT AKR Corporindo Tbk

1,961,000

663,389

PT Clipan Finance Indonesia Tbk

9,427,900

488,389

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

28,221

PT Jasa Marga Tbk

1,205,000

519,366

PT Lippo Karawaci Tbk

5,564,125

398,922

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Mayora Indah Tbk

372,500

$ 591,391

PT Media Nusantara Citra Tbk

4,202,500

519,145

PT Mitra Adiperkasa Tbk

2,179,500

1,200,384

PT Nippon Indosari Corpindo Tbk

1,712,000

655,041

PT Tower Bersama Infrastructure Tbk

1,675,500

389,945

TOTAL INDONESIA

5,454,193

Ireland - 3.2%

Elan Corp. PLC (a)

530,300

6,289,835

Elan Corp. PLC sponsored ADR (a)

170,600

2,045,494

James Hardie Industries NV CDI (a)

162,432

1,052,159

Kenmare Resources PLC (a)

12,870,600

8,397,381

Paddy Power PLC (Ireland)

158,884

8,795,183

Petroceltic International PLC (a)

24,756,300

2,392,766

Petroneft Resources PLC (a)

1,748,000

737,812

TOTAL IRELAND

29,710,630

Isle of Man - 1.6%

Bahamas Petroleum Co. PLC (a)

13,324,710

1,547,159

Exillon Energy PLC (a)

1,163,900

5,615,352

IBS Group Holding Ltd. GDR (Reg. S)

343,200

7,361,795

TOTAL ISLE OF MAN

14,524,306

Israel - 0.1%

Sarin Technologies Ltd.

851,000

528,817

Italy - 1.7%

Piaggio & C SpA

1,031,400

3,425,651

Salvatore Ferragamo Italia SpA (a)

477,800

7,742,973

Tod's SpA

41,626

4,164,930

TOTAL ITALY

15,333,554

Japan - 27.8%

ABC-Mart, Inc.

68,700

2,690,765

Accordia Golf Co. Ltd.

2,070

1,524,208

Aica Kogyo Co. Ltd.

92,100

1,246,083

Air Water, Inc.

175,000

2,221,768

Arc Land Sakamoto Co. Ltd.

130,000

2,380,159

ARCS Co. Ltd.

310,500

5,528,920

Asahi Diamond Industrial Co. Ltd.

87,600

1,290,167

ASAHI INTECC Co. Ltd.

313,300

7,950,482

ASKUL Corp.

126,000

1,796,666

Avex Group Holdings, Inc.

181,000

2,141,587

Common Stocks - continued

Shares

Value

Japan - continued

Calbee, Inc.

42,100

$ 1,919,445

Chiba Bank Ltd.

316,000

1,933,645

Chiyoda Corp.

255,000

2,936,882

Chugai Ro Co. Ltd.

404,000

1,187,568

Create SD Holdings Co. Ltd.

48,200

1,028,684

Credit Saison Co. Ltd.

209,900

4,096,484

CyberAgent, Inc. (e)

2,176

7,334,744

Dai-ichi Seiko Co. Ltd.

22,400

614,408

Daido Metal Co. Ltd.

469,000

4,795,740

Daihen Corp.

256,000

876,882

Daikyo, Inc. (a)

512,000

872,963

DeNA Co. Ltd.

50,100

2,162,672

Digital Garage, Inc. (a)(e)

1,179

3,860,534

Don Quijote Co. Ltd.

98,300

3,601,298

Ebara Corp.

1,324,000

4,836,031

EDION Corp.

91,800

734,605

Eiken Chemical Co. Ltd.

41,000

518,641

Exedy Corp.

131,600

3,813,015

Fippon Kayaku Co. Ltd.

139,000

1,360,157

FreeBit Co., Ltd. (e)

215

571,724

Fuji Oil Co. Ltd.

175,900

2,497,057

Fuji Seal International, Inc.

132,100

2,500,401

Furuya Metal Co. Ltd.

33,400

1,393,134

Glory Ltd.

35,700

764,222

Hamamatsu Photonics KK

40,600

1,544,906

Hi-Lex Corp.

48,500

709,390

Horiba Ltd.

65,300

2,071,698

Hulic Co. Ltd.

299,500

3,206,768

Ibiden Co. Ltd.

116,800

2,579,593

Isetan Mitsukoshi Holdings Ltd.

250,100

2,547,835

Iwatsuka Confectionary Co. Ltd.

11,600

406,140

Japan Logistics Fund, Inc.

117

1,008,436

Japan Petroleum Exploration Co. Ltd.

23,000

908,538

JP-Holdings, Inc. (e)

221,400

1,942,742

JSP Corp.

137,000

2,011,165

JTEKT Corp.

399,000

4,363,695

KOMERI Co. Ltd.

118,800

3,743,376

Kuraray Co. Ltd.

352,600

4,936,614

Maeda Corp.

595,000

2,169,453

Makino Milling Machine Co. Ltd.

242,000

1,606,545

Maruwa Ceramic Co. Ltd.

127,000

5,495,324

Melco Holdings, Inc.

83,700

2,329,189

Common Stocks - continued

Shares

Value

Japan - continued

Message Co. Ltd.

1,789

$ 5,786,154

Misumi Group, Inc.

167,700

3,489,832

Mitsubishi UFJ Lease & Finance Co. Ltd.

97,330

3,772,101

Nabtesco Corp.

194,000

4,249,457

Nihon Kohden Corp.

90,000

2,101,412

Nihon M&A Center, Inc.

534

3,014,528

Nippon Ceramic Co. Ltd.

88,700

1,614,639

Nippon Shinyaku Co. Ltd.

216,000

2,512,334

Nippon Shokubai Co. Ltd.

424,000

4,325,027

Nomura Real Estate Holdings, Inc.

169,000

2,724,733

Nomura Real Estate Residential Fund, Inc.

426

2,069,511

NTT Urban Development Co.

1,270

874,437

OSAKA Titanium technologies Co. Ltd. (e)

60,200

3,316,210

Outsourcing, Inc. (e)

366,300

1,385,167

Pigeon Corp.

62,800

2,320,527

Point, Inc.

82,570

3,561,874

Pola Orbis Holdings, Inc.

162,300

4,339,997

Rinnai Corp.

42,800

3,197,858

Saizeriya Co. Ltd.

77,600

1,257,790

Sanken Electric Co. Ltd. (e)

1,065,000

3,996,185

Sankyu, Inc.

423,000

1,675,070

Santen Pharmaceutical Co. Ltd.

58,000

2,164,464

Sawada Holdings Co. Ltd. (a)

242,900

1,960,516

Sekisui Chemical Co. Ltd.

574,000

4,504,901

Shimadzu Corp.

272,000

2,315,897

Shimamura Co. Ltd.

40,000

4,000,936

Shin-Kobe Electric Machinery Co. Ltd. (e)

448,000

7,689,356

Shinsei Bank Ltd.

1,522,000

1,673,019

SHO-BI Corp. (e)

183,200

1,099,948

SHO-BOND Holdings Co. Ltd.

111,700

2,492,015

So-net M3, Inc. (e)

1,201

5,432,129

Sony Financial Holdings, Inc.

202,800

3,373,984

SRI Sports Ltd.

66,500

708,305

Sumitomo Mitsui Trust Holdings, Inc.

644,800

2,206,868

Sysmex Corp.

47,800

1,571,390

SystemPro Co. Ltd.

2,036

1,411,697

Takata Corp.

60,200

1,464,305

Tera Probe, Inc.

38,400

553,267

The Suruga Bank Ltd.

308,000

2,567,830

Toho Co. Ltd.

116,400

2,002,433

Tokyu Livable, Inc. (e)

157,200

1,415,516

Toshiba Plant Systems & Services Corp.

249,000

2,662,195

Common Stocks - continued

Shares

Value

Japan - continued

Toto Ltd.

529,000

$ 4,399,195

Tsubakimoto Chain Co.

404,000

2,073,675

Xebio Co. Ltd.

54,100

1,310,126

Yamatake Corp.

66,700

1,475,835

Yamato Kogyo Co. Ltd.

80,000

2,023,821

TOTAL JAPAN

254,701,614

Korea (South) - 0.5%

Daou Technology, Inc.

190,310

1,708,661

Duksan Hi-Metal Co. Ltd. (a)

55,341

1,242,745

KC Tech Co. Ltd.

129,924

595,482

Medy-Tox, Inc.

24,874

453,187

TK Corp. (a)

33,575

619,360

TOTAL KOREA (SOUTH)

4,619,435

Luxembourg - 0.9%

GlobeOp Financial Services SA

1,176,485

5,392,266

SAF-Holland SA (a)(e)

420,100

2,608,636

TOTAL LUXEMBOURG

8,000,902

Malaysia - 0.3%

JobStreet Corp. Bhd

1,223,100

943,764

Lion Industries Corp. Bhd

722,500

357,160

Muhibbah Engineering (M) Bhd

1,050,100

412,133

Top Glove Corp. Bhd

222,000

308,230

WCT Bhd

560,100

471,811

TOTAL MALAYSIA

2,493,098

Netherlands - 1.1%

Gemalto NV

167,770

7,654,873

SMARTRAC NV (a)

24,426

354,933

Wavin NV (a)

296,512

2,203,952

TOTAL NETHERLANDS

10,213,758

Norway - 1.3%

Aker Solutions ASA

389,100

4,525,150

Schibsted ASA (B Shares)

214,200

5,605,457

Sevan Drilling ASA

2,350,000

1,890,940

Sevan Marine ASA (a)(e)

2,052,500

103,222

TOTAL NORWAY

12,124,769

Common Stocks - continued

Shares

Value

Philippines - 0.2%

Alliance Global Group, Inc.

3,295,000

$ 819,210

Belle Corp. (a)

7,310,000

653,245

TOTAL PHILIPPINES

1,472,455

Poland - 0.6%

Warsaw Stock Exchange

424,200

5,988,737

Singapore - 2.3%

CSE Global Ltd.

1,069,000

711,508

First (REIT)

997,000

629,207

Goodpack Ltd.

1,516,000

2,019,759

Hyflux Ltd.

597,000

677,731

OSIM International Ltd.

1,036,000

1,018,129

Pertama Holdings Ltd. (f)

23,060,000

11,809,703

Petra Foods Ltd.

370,000

481,007

Raffles Medical Group Ltd.

436,205

775,556

Sakari Resources Ltd.

627,000

1,170,802

Venture Corp. Ltd.

259,000

1,380,859

Yanlord Land Group Ltd.

668,000

541,882

TOTAL SINGAPORE

21,216,143

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,254,300

2,329,098

Sweden - 1.3%

Elekta AB (B Shares) (e)

180,000

7,203,258

Modern Times Group MTG AB (B Shares)

87,500

4,641,041

TOTAL SWEDEN

11,844,299

Switzerland - 0.9%

Leclanche SA (a)

77,770

1,542,018

VZ Holding AG

57,960

6,604,752

TOTAL SWITZERLAND

8,146,770

Taiwan - 0.2%

Lung Yen Life Service Co. Ltd.

121,000

374,623

Pacific Hospital Supply Co. Ltd.

91,000

297,779

Tong Hsing Electronics Industries Ltd.

216,721

549,116

Topoint Technology Co. Ltd.

557,000

397,056

WPG Holding Co. Ltd.

294,000

355,006

TOTAL TAIWAN

1,973,580

Thailand - 0.2%

TISCO Financial Group PCL

401,300

445,721

Common Stocks - continued

Shares

Value

Thailand - continued

Toyo-Thai Corp. PCL

5,714,500

$ 1,729,343

Toyo-Thai Corp. PCL NVDR

168,000

50,949

TOTAL THAILAND

2,226,013

United Kingdom - 18.2%

African Barrick Gold Ltd.

660,600

5,736,835

Amerisur Resources PLC (a)

8,152,624

1,671,659

Ashmore Group PLC

1,196,700

6,639,639

ASOS PLC (a)

38,570

965,160

Aurelian Oil & Gas PLC (a)

5,996,200

1,856,295

Avanti Communications Group PLC (a)(e)

494,400

2,466,779

Aveva Group PLC

203,000

5,161,405

Bond International Software PLC

843,266

596,702

Borders & Southern Petroleum PLC (a)

698,500

544,814

Bowleven PLC (a)(e)

450,100

785,378

Brammer PLC

1,380,200

5,923,658

Cadogan Petroleum PLC (a)

1,723,100

1,177,713

Central Asia Metals PLC (a)

1,538,400

1,682,357

Ceres Power Holdings PLC (a)

233,800

59,220

China Goldmines PLC (a)

669,353

232,514

Cove Energy PLC (a)

2,959,800

4,402,954

Craneware PLC

847,300

7,630,716

Faroe Petroleum PLC (a)

480,947

1,237,534

GoIndustry-DoveBid PLC (a)

117,989

92,977

ICAP PLC

897,900

5,835,215

IG Group Holdings PLC

994,884

7,457,472

International Personal Finance PLC

1,431,100

6,310,699

Jazztel PLC (a)(e)

409,000

2,365,943

Johnson Matthey PLC

187,700

5,671,933

Jubilee Platinum PLC (a)

2,985,047

774,089

Keronite PLC (a)(i)

13,620,267

219

London Mining PLC (a)

1,736,500

8,915,501

Michael Page International PLC

970,400

6,270,480

Moneysupermarket.com Group PLC

3,920,400

6,746,122

Monitise PLC (a)

4,772,600

2,916,612

Mothercare PLC

547,400

1,481,593

Nautical Petroleum PLC (a)

435,207

2,071,704

NCC Group Ltd.

239,415

2,552,730

Ocado Group PLC (a)(e)

1,180,900

1,778,529

Pureprofile Media PLC (a)(i)

1,108,572

713,122

Regenersis PLC (a)

1,425,100

1,781,910

Robert Walters PLC

937,800

3,091,748

Common Stocks - continued

Shares

Value

United Kingdom - continued

Rockhopper Exploration PLC (a)

1,154,500

$ 3,973,267

Royalblue Group PLC

202,542

5,299,595

SDL PLC

495,062

5,246,686

Serco Group PLC

481,786

4,025,129

Silverdell PLC (a)

6,644,400

1,081,909

Sinclair Pharma PLC (a)

4,408,649

1,807,947

Sphere Medical Holding PLC (i)

568,406

1,553,988

Sthree PLC

1,128,809

5,175,565

Synergy Health PLC

299,653

4,016,653

Ted Baker PLC

486,475

6,033,867

TMO Renewables Ltd. (i)

1,000,000

562,870

Travis Perkins PLC

405,400

5,610,153

Valiant Petroleum PLC (a)

437,400

3,427,446

Wolfson Microelectronics PLC (a)

1,756,400

3,304,832

Zenergy Power PLC (a)

855,520

159,942

TOTAL UNITED KINGDOM

166,879,779

United States of America - 0.7%

ChinaCast Education Corp. (a)(e)

70,100

281,802

CTC Media, Inc.

192,200

2,212,222

KIT Digital, Inc. (a)(e)

428,400

3,855,600

Mudalla Technology, Inc. (a)

996,527

16

XL TechGroup, Inc. (a)

1,329,250

21

YOU On Demand Holdings, Inc. (a)

6,523,000

455,958

TOTAL UNITED STATES OF AMERICA

6,805,619

TOTAL COMMON STOCKS

(Cost $894,072,982)


898,856,611

Convertible Bonds - 0.1%

 

Principal Amount (d)

 

France - 0.1%

Pierre Et Vacances La Defense 4% 10/1/15 (h)

EUR

1,196,800

1,075,042

United Kingdom - 0.0%

Sphere Medical Holding PLC 8% 12/31/12 (i)

GBP

101,923

163,913

TOTAL CONVERTIBLE BONDS

(Cost $1,416,277)


1,238,955

Government Obligations - 0.1%

 

Principal Amount (d)

Value

Germany - 0.1%

German Federal Republic 0.1521% to 0.2372% 11/9/11 to 11/23/11 (g)
(Cost $747,359)

EUR

550,000

$ 760,975

Money Market Funds - 4.1%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

2,652,401

2,652,401

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

34,344,415

34,344,415

TOTAL MONEY MARKET FUNDS

(Cost $36,996,816)


36,996,816

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $933,233,434)

937,853,357

NET OTHER ASSETS (LIABILITIES) - (2.5)%

(22,869,202)

NET ASSETS - 100%

$ 914,984,155

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

86 Eurex EURO STOXX 50 Index Contracts (Germany)

Dec. 2011

$ 2,842,088

$ (113,279)

 

The face value of futures purchased as a percentage of net assets is 0.3%

Currency Abbreviations

EUR

-

European Monetary Unit

GBP

-

British pound

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $691,784.

(h) Principal amount shown represents units.

(i) 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 $11,914,245 or 1.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Buried Hill Energy (Cyprus) PCL

8/18/06

$ 2,141,700

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

LXB Retail Properties PLC

5/26/11

$ 4,661,808

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

Sphere Medical Holding PLC

8/27/08 - 8/22/11

$ 1,697,579

Sphere Medical Holding PLC 8% 12/31/12

4/21/11 - 10/24/11

$ 166,822

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 63,355

Fidelity Securities Lending Cash Central Fund

916,949

Total

$ 980,304

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Centurion Electronics PLC

$ 12

$ -

$ 109

$ -

$ -

Pertama Holdings Ltd.

7,080,399

1,144,853

223,172

1,146,797

11,809,703

Total

$ 7,080,411

$ 1,144,853

$ 223,281

$ 1,146,797

$ 11,809,703

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 254,701,614

$ -

$ 254,701,614

$ -

United Kingdom

166,879,779

163,817,066

-

3,062,713

Germany

73,923,468

73,923,468

-

-

Australia

68,994,802

6,438,920

62,555,882

-

France

45,585,764

45,585,764

-

-

Ireland

29,710,630

22,368,636

7,341,994

-

Bermuda

26,496,189

12,913,565

13,582,624

-

Cayman Islands

22,599,170

8,787,419

13,560,634

251,117

Singapore

21,216,143

-

21,216,143

-

Cyprus

7,384,327

2,516,827

-

4,867,500

United States of America

6,805,619

6,805,582

-

37

Canada

6,352,623

6,352,589

-

34

British Virgin Islands

5,183,277

5,183,262

-

15

Other

163,023,206

128,510,723

34,512,483

-

Corporate Bonds

1,238,955

-

1,075,042

163,913

Government Obligations

760,975

-

760,975

-

Money Market Funds

36,996,816

36,996,816

-

-

Total Investments in Securities:

$ 937,853,357

$ 520,200,637

$ 409,307,391

$ 8,345,329

Derivative Instruments:

Liabilities

Futures Contracts

$ (113,279)

$ (113,279)

$ -

$ -

Transfers from Level 1 to Level 2 during the period were $210,157,354.

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 8,166,674

Total Realized Gain (Loss)

(5,310,046)

Total Unrealized Gain (Loss)

5,514,712

Cost of Purchases

202,673

Proceeds of Sales

(158,598)

Amortization/Accretion

-

Transfers in to Level 3

453,769

Transfers out of Level 3

(523,855)

Ending Balance

$ 8,345,329

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ 205,883

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2011. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (113,279)

Total Value of Derivatives

$ -

$ (113,279)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $65,361,612 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $32,083,640) - See accompanying schedule:

Unaffiliated issuers (cost $889,824,332)

$ 889,046,838

 

Fidelity Central Funds (cost $36,996,816)

36,996,816

 

Other affiliated issuers (cost $6,412,286)

11,809,703

 

Total Investments (cost $933,233,434)

 

$ 937,853,357

Foreign currency held at value (cost $685,308)

675,490

Receivable for investments sold

16,030,490

Receivable for fund shares sold

676,296

Dividends receivable

3,020,183

Interest receivable

8,399

Distributions receivable from Fidelity Central Funds

90,125

Prepaid expenses

4,727

Other receivables

47,683

Total assets

958,406,750

 

 

 

Liabilities

Payable to custodian bank

$ 2,590,473

Payable for investments purchased

694,635

Payable for fund shares redeemed

4,600,143

Accrued management fee

724,220

Distribution and service plan fees payable

19,270

Payable for daily variation margin on futures contracts

82,870

Other affiliated payables

249,776

Other payables and accrued expenses

116,793

Collateral on securities loaned, at value

34,344,415

Total liabilities

43,422,595

 

 

 

Net Assets

$ 914,984,155

Net Assets consist of:

 

Paid in capital

$ 981,093,471

Undistributed net investment income

8,017,124

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(78,629,647)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,503,207

Net Assets

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($17,185,173 ÷ 905,703 shares)

$ 18.97

 

 

 

Maximum offering price per share (100/94.25 of $18.97)

$ 20.13

Class T:
Net Asset Value
and redemption price per share ($13,743,891 ÷ 731,123 shares)

$ 18.80

 

 

 

Maximum offering price per share (100/96.50 of $18.80)

$ 19.48

Class B:
Net Asset Value
and offering price per share ($2,067,349 ÷ 112,497 shares)A

$ 18.38

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,544,545 ÷ 519,249 shares)A

$ 18.38

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($856,691,635 ÷ 44,550,818 shares)

$ 19.23

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($15,751,562 ÷ 818,833 shares)

$ 19.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $1,146,797 earned from other affiliated issuers)

 

$ 21,550,414

Interest

 

63,975

Income from Fidelity Central Funds

 

980,304

Income before foreign taxes withheld

 

22,594,693

Less foreign taxes withheld

 

(1,429,635)

Total income

 

21,165,058

 

 

 

Expenses

Management fee
Basic fee

$ 8,945,294

Performance adjustment

442,233

Transfer agent fees

2,603,163

Distribution and service plan fees

287,441

Accounting and security lending fees

491,914

Custodian fees and expenses

359,301

Independent trustees' compensation

5,687

Registration fees

122,881

Audit

145,078

Legal

3,942

Miscellaneous

9,145

Total expenses before reductions

13,416,079

Expense reductions

(268,142)

13,147,937

Net investment income (loss)

8,017,121

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $21,350)

37,978,566

Other affiliated issuers

(210,119)

 

Foreign currency transactions

4,325

Futures contracts

(2,512,331)

Total net realized gain (loss)

 

35,260,441

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $17,178)

(96,611,078)

Assets and liabilities in foreign currencies

(53,087)

Futures contracts

(166,462)

Total change in net unrealized appreciation (depreciation)

 

(96,830,627)

Net gain (loss)

(61,570,186)

Net increase (decrease) in net assets resulting from operations

$ (53,553,065)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,017,121

$ 2,524,061

Net realized gain (loss)

35,260,441

45,718,988

Change in net unrealized appreciation (depreciation)

(96,830,627)

97,376,459

Net increase (decrease) in net assets resulting
from operations

(53,553,065)

145,619,508

Distributions to shareholders from net investment income

(2,430,566)

(3,368,409)

Distributions to shareholders from net realized gain

(28,246,937)

(14,323,742)

Total distributions

(30,677,503)

(17,692,151)

Share transactions - net increase (decrease)

129,451,482

26,936,768

Redemption fees

283,575

118,859

Total increase (decrease) in net assets

45,504,489

154,982,984

 

 

 

Net Assets

Beginning of period

869,479,666

714,496,682

End of period (including undistributed net investment income of $8,017,124 and undistributed net investment income of $2,441,101, respectively)

$ 914,984,155

$ 869,479,666

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.42

$ 17.28

$ 11.91

$ 31.14

$ 28.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .10

  .03

  .06

  - H

  .03

Net realized and unrealized gain (loss)

  (.88)

  3.51

  5.31

  (14.03)

  7.97

Total from investment operations

  (.78)

  3.54

  5.37

  (14.03)

  8.00

Distributions from net investment income

  (.02)

  (.06)

  -

  (.03)

  -

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.65)

Total distributions

  (.68)

  (.40)

  -

  (5.20) I

  (5.65)

Redemption fees added to paid in capital C

  .01

  - H

  - H

  - H

  - H

Net asset value, end of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Total Return A,B

  (4.00)%

  20.85%

  45.09%

  (53.35)%

  33.43%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.56%

  1.71%

  1.75%

  1.82%

  1.53%

Expenses net of fee waivers, if any

  1.55%

  1.65%

  1.65%

  1.65%

  1.53%

Expenses net of all reductions

  1.54%

  1.63%

  1.62%

  1.60%

  1.49%

Net investment income (loss)

  .49%

  .16%

  .41%

  -% F

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,185

$ 19,720

$ 17,590

$ 13,561

$ 38,585

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Amount represents less than .01%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Total distributions of $5.20 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $5.176 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 17.14

$ 11.84

$ 30.96

$ 28.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  (.02)

  .02

  (.05)

  (.04)

Net realized and unrealized gain (loss)

  (.86)

  3.47

  5.28

  (13.95)

  7.93

Total from investment operations

  (.81)

  3.45

  5.30

  (14.00)

  7.89

Distributions from net investment income

  -

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.63)

  (.34)

  -

  (5.12)

  (5.57)

Total distributions

  (.63)

  (.36)

  -

  (5.12)

  (5.57)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Total Return A,B

  (4.18)%

  20.46%

  44.76%

  (53.46)%

  33.07%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.82%

  1.97%

  2.00%

  2.07%

  1.77%

Expenses net of fee waivers, if any

  1.81%

  1.90%

  1.90%

  1.90%

  1.77%

Expenses net of all reductions

  1.79%

  1.88%

  1.86%

  1.86%

  1.73%

Net investment income (loss)

  .24%

  (.09)%

  .16%

  (.25)%

  (.14)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,744

$ 16,092

$ 15,760

$ 13,493

$ 40,823

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.79

$ 16.78

$ 11.65

$ 30.49

$ 28.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.05)

  (.10)

  (.04)

  (.16)

  (.18)

Net realized and unrealized gain (loss)

  (.85)

  3.39

  5.17

  (13.73)

  7.82

Total from investment operations

  (.90)

  3.29

  5.13

  (13.89)

  7.64

Distributions from net realized gain

  (.52)

  (.28)

  -

  (4.95)

  (5.41)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Total Return A,B

  (4.68)%

  19.90%

  44.03%

  (53.68)%

  32.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.32%

  2.47%

  2.49%

  2.58%

  2.30%

Expenses net of fee waivers, if any

  2.30%

  2.40%

  2.40%

  2.40%

  2.30%

Expenses net of all reductions

  2.29%

  2.38%

  2.36%

  2.36%

  2.26%

Net investment income (loss)

  (.26)%

  (.59)%

  (.33)%

  (.75)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,067

$ 3,457

$ 3,601

$ 3,230

$ 10,704

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 16.85

$ 11.70

$ 30.62

$ 28.33

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.10)

  (.04)

  (.16)

  (.17)

Net realized and unrealized gain (loss)

  (.85)

  3.40

  5.19

  (13.78)

  7.85

Total from investment operations

  (.89)

  3.30

  5.15

  (13.94)

  7.68

Distributions from net realized gain

  (.59)

  (.30)

  -

  (4.98)

  (5.39)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Total Return A,B

  (4.64)%

  19.86%

  44.02%

  (53.67)%

  32.39%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.27%

  2.42%

  2.49%

  2.57%

  2.26%

Expenses net of fee waivers, if any

  2.26%

  2.40%

  2.40%

  2.40%

  2.26%

Expenses net of all reductions

  2.24%

  2.37%

  2.36%

  2.36%

  2.22%

Net investment income (loss)

  (.21)%

  (.59)%

  (.33)%

  (.76)%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,545

$ 13,501

$ 5,814

$ 5,658

$ 20,094

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.48

$ 12.03

$ 31.44

$ 29.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17

  .07

  .08

  .03

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.14)

  8.03

Total from investment operations

  (.72)

  3.60

  5.45

  (14.11)

  8.15

Distributions from net investment income

  (.06)

  (.08)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.67)

Total distributions

  (.72)

  (.42)

  -

  (5.30)

  (5.74)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Total Return A

  (3.65)%

  21.02%

  45.30%

  (53.25)%

  33.82%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.26%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of fee waivers, if any

  1.25%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of all reductions

  1.23%

  1.42%

  1.44%

  1.44%

  1.15%

Net investment income (loss)

  .80%

  .37%

  .58%

  .16%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 856,692

$ 808,478

$ 669,035

$ 536,291

$ 1,663,761

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.47

$ 12.01

$ 31.38

$ 28.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .09

  .09

  .05

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.12)

  8.02

Total from investment operations

  (.71)

  3.62

  5.46

  (14.07)

  8.14

Distributions from net investment income

  (.06)

  (.09)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.68)

Total distributions

  (.72)

  (.43)

  -

  (5.30)

  (5.75)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Total Return A

  (3.62)%

  21.15%

  45.46%

  (53.22)%

  33.84%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.22%

  1.34%

  1.45%

  1.49%

  1.18%

Expenses net of fee waivers, if any

  1.21%

  1.34%

  1.40%

  1.40%

  1.18%

Expenses net of all reductions

  1.19%

  1.31%

  1.37%

  1.35%

  1.14%

Net investment income (loss)

  .84%

  .47%

  .66%

  .25%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,752

$ 8,231

$ 2,696

$ 2,217

$ 7,774

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

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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 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 and foreign 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.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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.

Annual Report

Notes to Financial Statements - 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 149,880,839

Gross unrealized depreciation

(171,005,789)

Net unrealized appreciation (depreciation) on securities and other investments

$ (21,124,950)

 

 

Tax Cost

$ 958,978,307

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 20,493,962

Capital loss carryforward

$ (65,361,612)

Net unrealized appreciation (depreciation)

$ (21,244,105)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 30,677,503

$ 17,692,151

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to 2.00% 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Funds' financial statement disclosures.

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. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives 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 sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Derivatives involve, to varying degrees, risk of loss in excess of the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

5. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund 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 underlying face amount at value of open futures contracts at period end, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period, the Fund recognized net realized gain (loss) of $(2,512,331) and a change in net unrealized appreciation (depreciation) of $(166,462) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $610,178,106 and $471,939,072, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

Small Cap as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .90% 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%

$ 51,630

$ 463

Class T

.25%

.25%

80,842

106

Class B

.75%

.25%

28,921

21,741

Class C

.75%

.25%

126,048

9,890

 

 

 

$ 287,441

$ 32,200

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% to 1% for Class B, 1% 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

$ 8,134

Class T

1,971

Class B*

3,356

Class C*

712

 

$ 14,173

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

7. 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

$ 62,531

.30

Class T

49,403

.31

Class B

8,779

.30

Class C

32,009

.25

International Small Cap

2,420,969

.25

Institutional Class

29,472

.21

 

$ 2,603,163

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $215 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,143 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. 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. The value of securities loaned to FCM at period end was $432,000. 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 $916,949, including $2,558 from securities loaned to FCM.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $108,473.

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 $159,669 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 15,709

$ 59,453

Class T

-

16,412

International Small Cap

2,403,692

3,278,578

Institutional Class

11,165

13,966

Total

$ 2,430,566

$ 3,368,409

Annual Report

11. Distributions to Shareholders - continued

Years ended October 31,

2011

2010

From net realized gain

 

 

Class A

$ 648,961

$ 354,632

Class T

496,268

310,013

Class B

87,007

60,241

Class C

402,241

116,929

International Small Cap

26,480,677

13,430,315

Institutional Class

131,783

51,612

Total

$ 28,246,937

$ 14,323,742

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

472,219

380,659

$ 10,051,889

$ 6,723,746

Reinvestment of distributions

30,361

22,435

616,326

393,061

Shares redeemed

(562,759)

(454,943)

(11,902,630)

(8,359,905)

Net increase (decrease)

(60,179)

(51,849)

$ (1,234,415)

$ (1,243,098)

Class T

 

 

 

 

Shares sold

237,757

143,286

$ 5,055,416

$ 2,532,790

Reinvestment of distributions

24,155

18,371

486,714

319,658

Shares redeemed

(326,059)

(286,001)

(6,629,520)

(4,986,007)

Net increase (decrease)

(64,147)

(124,344)

$ (1,087,390)

$ (2,133,559)

Class B

 

 

 

 

Shares sold

21,873

14,694

$ 464,854

$ 256,700

Reinvestment of distributions

4,142

3,302

81,975

56,465

Shares redeemed

(88,228)

(57,958)

(1,778,852)

(990,211)

Net increase (decrease)

(62,213)

(39,962)

$ (1,232,023)

$ (677,046)

Class C

 

 

 

 

Shares sold

128,685

430,838

$ 2,661,361

$ 7,671,593

Reinvestment of distributions

19,105

6,001

378,079

102,910

Shares redeemed

(308,659)

(101,847)

(6,253,765)

(1,759,170)

Net increase (decrease)

(160,869)

334,992

$ (3,214,325)

$ 6,015,333

International Small Cap

 

 

 

 

Shares sold

17,502,789

10,330,000

$ 375,309,666

$ 188,548,758

Reinvestment of distributions

1,321,812

888,440

27,110,370

15,725,385

Shares redeemed

(13,398,001)

(10,371,667)

(275,580,654)

(183,663,034)

Net increase (decrease)

5,426,600

846,773

$ 126,839,382

$ 20,611,109

Institutional Class

 

 

 

 

Shares sold

798,910

288,839

$ 17,190,303

$ 5,178,797

Reinvestment of distributions

5,609

2,890

115,044

51,087

Shares redeemed

(384,085)

(47,677)

(7,925,094)

(865,855)

Net increase (decrease)

420,434

244,052

$ 9,380,253

$ 4,364,029

Annual Report

Notes to Financial Statements - continued

13. 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, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in the net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions

The Board of Trustees of Fidelity International Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

International Small Cap Fund

12/05/11

12/02/11

$0.178

$0.272

International Small Cap fund designates 25% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Small Cap Fund

12/06/10

$0.197

$0.0124

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Fund

dif31017

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Fund

dif31019

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

* 0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual 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) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated service graphic) 1-800-544-5555

(automated service graphic) Automated line for quickest service

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ISC-UANN-1211
1.793584.108

(Fidelity Logo)

Fidelity Advisor®

International Small Cap

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity®
International Small Cap Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge) B

-9.52%

-0.25%

14.17%

  Class T (incl. 3.50% sales charge) C

-7.53%

-0.03%

14.20%

  Class B (incl. contingent deferred sales charge) D

-9.32%

-0.07%

14.21%

  Class C (incl. contingent deferred sales charge) E

-5.57%

0.19%

14.14%

A From September 18, 2002.

B Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on May 27, 2003. Returns prior to May 27, 2003 are those of Fidelity® International Small Cap Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to May 27, 2003 would have been lower.

C Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on May 27, 2003. Returns prior to May 27, 2003 are those of Fidelity® International Small Cap Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to May 27, 2003 would have been lower.

D Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on May 27, 2003. Returns prior to May 27, 2003 are those of Fidelity International Small Cap Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to May 27, 2003 would have been lower. Class B shares' contingent deferred sales charge included in the past one year, five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

E Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on May 27, 2003. Returns prior to May 27, 2003 are those of Fidelity International Small Cap Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to May 27, 2003 would have been lower. Class C shares' contingent deferred sales charge included in the past one year, five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Fund - Class A, a class of the fund, on September 18, 2002, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period. The initial offering of Class A took place on May 27, 2003. See the previous page for additional information regarding the performance of Class A.

dif31033

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity Advisor® International Small Cap Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -4.00%, -4.18%, -4.68% and -4.64%, respectively (excluding sales charges), lagging the -2.39% mark of the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Positioning in energy and industrials meaningfully detracted. By contrast, our stakes in health care and financials notably contributed. Geographically, our picks in the U.K. and an overweighting in China hurt, while security selection in Europe, Japan and elsewhere in Asia-Pacific helped. The Europe/Middle East/Africa subportfolio had the weakest performance. U.K. energy firm Aurelian Oil & Gas detracted, while Irish biopharmaceutical firm Elan added value. The Asia-Pacific ex Japan subportfolio finished about even with its benchmark's modest loss. Sino Prosper State Gold Resources Holdings detracted, and Singapore-based consumer electronics firm Pertama Holdings helped. The Japanese subportfolio beat its benchmark's roughly 9% gain. Online advertising firm CyberAgent contributed, and electronic components maker Mitsumi Electric - which we sold - hurt. Elan, Sino Prosper and Pertama were not in the index.

Note to shareholders: Nicholas Price became Co-Portfolio Manager on November 1, 2011.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.55%

 

 

 

Actual

 

$ 1,000.00

$ 831.30

$ 7.15

HypotheticalA

 

$ 1,000.00

$ 1,017.39

$ 7.88

Class T

1.81%

 

 

 

Actual

 

$ 1,000.00

$ 830.40

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.08

$ 9.20

Class B

2.30%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.60

HypotheticalA

 

$ 1,000.00

$ 1,013.61

$ 11.67

Class C

2.27%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.46

HypotheticalA

 

$ 1,000.00

$ 1,013.76

$ 11.52

International Small Cap

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 832.50

$ 5.77

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 832.90

$ 5.59

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 27.8%

 

dif30472

United Kingdom 18.2%

 

dif30474

Germany 8.5%

 

dif30476

Australia 7.5%

 

dif30478

France 5.1%

 

dif30480

Ireland 3.2%

 

dif30482

Bermuda 2.9%

 

dif30484

Cayman Islands 2.5%

 

dif30486

Singapore 2.3%

 

dif30488

Other 22.0%

 

dif31045

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 22.0%

 

dif30472

United Kingdom 18.1%

 

dif30474

Germany 10.2%

 

dif30476

Australia 6.8%

 

dif30478

France 6.7%

 

dif30480

United States of America 3.7%

 

dif30482

Bermuda 3.1%

 

dif30484

Cayman Islands 2.6%

 

dif30486

Norway 2.4%

 

dif30488

Other 24.4%

 

dif31057

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.5

96.7

Bonds

0.1

0.2

Short-Term Investments and Net Other Assets

1.4

3.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

0.7

London Mining PLC (United Kingdom, Metals & Mining)

1.0

1.0

Paddy Power PLC (Ireland) (Ireland, Hotels, Restaurants & Leisure)

0.9

0.1

Kenmare Resources PLC (Ireland, Metals & Mining)

0.9

0.9

Elan Corp. PLC (Ireland, Pharmaceuticals)

0.9

0.8

Tiger Resources Ltd. (Australia, Metals & Mining)

0.9

0.9

Ipsos SA (France, Media)

0.9

0.8

Asahi Intecc Co. Ltd. (Japan, Health Care Equipment & Supplies)

0.9

0.6

CTS Eventim AG (Germany, Media)

0.9

0.7

Lanxess AG (Germany, Chemicals)

0.9

1.0

 

9.5

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

21.0

17.3

Industrials

17.7

18.4

Information Technology

15.0

14.9

Materials

13.6

13.8

Financials

11.3

12.4

Health Care

9.7

8.3

Energy

5.7

6.6

Consumer Staples

2.7

2.3

Telecommunication Services

1.3

2.3

Utilities

0.3

0.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

Australia - 7.5%

Atlas Iron Ltd.

610,639

$ 1,980,723

Ausgold Ltd. (a)(e)

1,220,000

1,528,690

Austal Ltd.

848,401

2,017,722

Beach Energy Ltd.

575,255

707,059

Blackgold International Holdings Ltd.

1,950,000

447,192

carsales.com Ltd. (e)

430,178

2,224,021

Centamin Egypt Ltd. (United Kingdom) (a)

2,018,614

3,564,476

Dart Energy Ltd. (a)

3,642,982

2,344,864

DUET Group

917,947

1,599,925

Goodman Group unit

1,506,880

979,326

Horizon Oil Ltd. (a)

2,028,276

504,048

Iluka Resources Ltd.

130,860

2,175,715

Imdex Ltd.

595,564

1,300,593

Industrea Ltd.

870,384

1,167,628

Iress Market Technology Ltd.

140,627

1,120,793

Ironbark Zinc Ltd. (a)

2,305,831

726,992

Karoon Gas Australia Ltd. (a)

160,153

739,131

Kingsgate Consolidated NL

141,376

1,114,722

Linc Energy Ltd.

508,182

1,091,028

MAp Group unit

169,101

603,458

Medusa Mining Ltd.

239,743

1,685,456

Mesoblast Ltd. (a)(e)

252,300

2,145,258

Mineral Deposits Ltd. (a)

445,391

3,009,757

Mineral Deposits Ltd. (Canada) (a)

457,000

2,874,444

Mirabela Nickel Ltd. (a)

795,964

1,368,741

Monto Minerals Ltd. (a)

273,551

5,383

Navitas Ltd.

464,760

2,013,083

Northern Iron Ltd. (a)

423,362

512,891

Paladin Energy Ltd. (Australia) (a)

113,814

173,825

Panaust Ltd. (a)

455,468

1,539,223

Ramsay Health Care Ltd.

119,108

2,341,572

realestate.com.au Ltd.

84,356

1,144,994

Red 5 Ltd. (a)

4,566,367

890,754

SAI Global Ltd.

942,792

4,696,897

SEEK Ltd.

421,927

2,735,662

Sino Gas & Energy Ltd. (a)

8,152,205

364,173

SomnoMed Ltd. (a)

531,849

613,708

Tiger Resources Ltd. (a)

16,688,264

8,106,796

TPG Telecom Ltd.

891,143

1,333,188

Troy Resources NL

314,010

1,334,616

Wotif.com Holdings Ltd. (e)

562,113

2,166,275

TOTAL AUSTRALIA

68,994,802

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.2%

Informa PLC

1,249,285

$ 7,280,979

LXB Retail Properties PLC (a)(i)

2,495,000

4,052,584

TOTAL BAILIWICK OF JERSEY

11,333,563

Belgium - 0.7%

EVS Broadcast Equipment SA

119,700

6,145,720

Bermuda - 2.9%

Aquarius Platinum Ltd.:

(Australia)

465,705

1,366,313

(United Kingdom)

1,502,800

4,495,254

Asia Satellite Telecommunications Holdings Ltd.

271,000

513,613

Biosensors International Group Ltd. (a)

1,769,000

1,971,308

China Animal Healthcare Ltd.

2,129,000

477,140

China LotSynergy Holdings Ltd. (a)

7,324,000

103,084

China Singyes Solar Tech Holdings Ltd.

818,000

447,262

China Water Affairs Group Ltd.

1,134,000

325,718

G-Resources Group Ltd. (a)

15,882,000

957,927

Imagi International Holdings Ltd. (a)

17,664,000

461,374

Luk Fook Holdings International Ltd.

757,000

3,245,563

Oakley Capital Investments Ltd. (a)

1,596,500

3,555,975

Petra Diamonds Ltd. (a)

2,629,100

4,862,336

Texwinca Holdings Ltd.

874,000

1,107,283

Vtech Holdings Ltd.

279,100

2,606,039

TOTAL BERMUDA

26,496,189

British Virgin Islands - 0.6%

Kalahari Energy (a)(i)

1,451,000

15

Playtech Ltd. (e)

1,183,846

5,183,262

TOTAL BRITISH VIRGIN ISLANDS

5,183,277

Canada - 0.7%

AirSea Lines (a)(i)

1,893,338

26

Banro Corp. (a)

794,600

3,379,750

Rock Well Petroleum, Inc. (a)(i)

770,400

8

Starfield Resources, Inc. (a)

4,328,075

86,835

Teranga Gold Corp. (a)

1,338,099

2,886,004

TOTAL CANADA

6,352,623

Cayman Islands - 2.5%

AirMedia Group, Inc. ADR (a)(e)

150,900

410,448

Airtac International Group

135,000

755,605

China Automation Group Ltd.

1,589,000

551,626

Common Stocks - continued

Shares

Value

Cayman Islands - continued

China Corn Oil Co. Ltd.

967,000

$ 410,222

China High Precision Automation Group Ltd.

712,000

251,117

China Lilang Ltd.

340,000

357,894

China Metal International Holdings, Inc.

2,002,000

356,747

China Real Estate Information Corp. ADR (a)

75,300

448,035

China ZhengTong Auto Services Holdings Ltd.

536,500

580,929

CNinsure, Inc. ADR (a)(e)

31,900

240,845

Concord Medical Services Holdings Ltd. ADR

84,800

310,368

Ctrip.com International Ltd. sponsored ADR (a)

21,900

763,434

Daphne International Holdings Ltd.

662,000

691,631

EVA Precision Industrial Holdings Ltd.

11,604,000

2,996,746

Fook Woo Group Holdings Ltd. (a)

2,055,000

388,301

Haitian International Holdings Ltd.

597,000

530,432

Kingdee International Software Group Co. Ltd.

896,400

363,132

KongZhong Corp. sponsored ADR (a)

46,600

238,592

Lee's Pharmaceutical Holdings Ltd.

595,000

225,337

Little Sheep Group Ltd.

614,000

397,728

Marwyn Value Investors II Ltd. (a)

1,971,700

4,455,098

Ming Fai International Holdings Ltd.

8,719,000

1,269,099

Minth Group Ltd.

574,000

595,563

MStar Semiconductor, Inc.

84,000

486,791

Orchid Developments Group Ltd. (a)

1,180,100

66,424

Perfect World Co. Ltd. sponsored ADR Class B (a)

34,900

454,049

Shenguan Holdings Group Ltd.

3,154,000

1,694,504

Sino-Life Group Ltd. (a)

3,020,000

97,440

SouFun Holdings Ltd. ADR (e)

25,400

324,104

VisionChina Media, Inc. ADR (a)(e)

183,500

330,300

VST Holdings Ltd. (a)

1,858,000

295,617

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

39,000

484,770

Xueda Education Group sponsored ADR

78,600

260,952

Yip's Chemical Holdings Ltd.

592,000

515,290

TOTAL CAYMAN ISLANDS

22,599,170

China - 0.9%

51job, Inc. sponsored ADR (a)

12,800

591,104

AMVIG Holdings Ltd.

764,000

476,697

Baidu.com, Inc. sponsored ADR (a)

9,800

1,373,764

Beijing Jingkelong Co. Ltd. (H Shares)

379,000

370,158

China Metal Recycling (Holdings) Ltd.

436,800

467,680

Dalian Port (PDA) Co. Ltd. (H Shares)

1,786,000

456,603

People's Food Holdings Ltd. (a)

866,000

448,715

Royale Furniture Holdings Ltd.

2,335,074

706,687

Common Stocks - continued

Shares

Value

China - continued

Sino Prosper State Gold Resources Holdings, Ltd. (a)

74,950,000

$ 1,268,788

Weiqiao Textile Co. Ltd. (H Shares)

2,055,500

1,124,065

Zhaojin Mining Industry Co. Ltd. (H Shares)

117,000

208,890

Zhongpin, Inc. (a)(e)

40,200

371,046

Zijin Mining Group Co. Ltd. (H Shares)

1,008,000

429,035

TOTAL CHINA

8,293,232

Cyprus - 0.8%

Buried Hill Energy (Cyprus) PCL (a)(i)

1,947,000

4,867,500

Mirland Development Corp. PLC (a)

822,600

2,516,827

TOTAL CYPRUS

7,384,327

Denmark - 1.3%

DSV de Sammensluttede Vognmaend A/S

297,600

6,016,482

William Demant Holding A/S (a)

69,800

5,569,201

TOTAL DENMARK

11,585,683

France - 5.0%

Altamir Amboise (a)

584,200

5,408,694

ALTEN

125,000

3,567,002

Audika SA

113,900

2,518,867

Axway Software SA (a)

51,625

1,057,369

Devoteam SA (e)

42,500

736,961

Faiveley Transport

45,935

3,152,091

Iliad SA

41,971

4,912,717

Ipsos SA

243,672

8,002,176

LeGuide.com SA (a)

94,400

1,933,474

Maisons France Confort

93,944

3,367,236

Pierre & Vacances

19,190

753,158

Sartorius Stedim Biotech

57,000

3,865,233

Sopra Group SA

41,300

2,623,418

SR Teleperformance SA

153,600

3,248,024

Trigano SA

23,987

439,344

TOTAL FRANCE

45,585,764

Germany - 8.1%

Bilfinger Berger AG

74,327

6,663,344

CENTROTEC Sustainable AG

226,778

4,423,548

CTS Eventim AG

239,026

7,914,105

Delticom AG

49,200

5,501,501

GFK AG

142,601

6,591,341

HeidelbergCement AG

129,066

5,890,704

Lanxess AG

131,385

7,743,871

Common Stocks - continued

Shares

Value

Germany - continued

MTU Aero Engines Holdings AG

84,500

$ 5,678,585

Rational AG

16,720

3,876,907

Rheinmetall AG

60,500

3,224,286

RIB Software AG

413,200

2,573,796

Stroer Out-of-Home Media AG (a)

194,100

2,847,319

Tom Tailor Holding AG (a)

242,500

3,785,520

United Internet AG

331,665

6,547,509

Wirecard AG

41,362

661,132

TOTAL GERMANY

73,923,468

Hong Kong - 0.7%

Convenience Retail Asia Ltd.

700,000

296,043

Dah Sing Financial Holdings Ltd.

172,000

533,943

GZI Transport Ltd.

1,294,000

558,606

I.T Ltd.

1,912,000

1,190,786

Magnificent Estates Ltd.

32,558,000

1,035,192

REXCAPITAL Financial Holdings Ltd.

11,300,000

785,838

Techtronic Industries Co. Ltd.

2,059,500

1,781,948

Tian An China Investments Co. Ltd.

750,000

396,123

YGM Trading Ltd.

115,000

269,918

TOTAL HONG KONG

6,848,397

Iceland - 0.8%

Ossur hf (a)

4,510,900

7,131,195

India - 0.5%

Ahluwalia Contracts (India) Ltd.

230,314

501,916

Educomp Solutions Ltd.

44,518

246,144

Financial Technologies India Ltd.

23,352

349,909

Geodesic Ltd.

256,340

308,497

Grasim Industries Ltd.

9,911

526,336

Indian Overseas Bank

186,286

390,401

IndusInd Bank Ltd.

91,917

560,426

PI Industries Ltd.

54,595

648,096

Thangamayil Jewellery Ltd.

253,192

879,907

TOTAL INDIA

4,411,632

Indonesia - 0.6%

PT AKR Corporindo Tbk

1,961,000

663,389

PT Clipan Finance Indonesia Tbk

9,427,900

488,389

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

28,221

PT Jasa Marga Tbk

1,205,000

519,366

PT Lippo Karawaci Tbk

5,564,125

398,922

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Mayora Indah Tbk

372,500

$ 591,391

PT Media Nusantara Citra Tbk

4,202,500

519,145

PT Mitra Adiperkasa Tbk

2,179,500

1,200,384

PT Nippon Indosari Corpindo Tbk

1,712,000

655,041

PT Tower Bersama Infrastructure Tbk

1,675,500

389,945

TOTAL INDONESIA

5,454,193

Ireland - 3.2%

Elan Corp. PLC (a)

530,300

6,289,835

Elan Corp. PLC sponsored ADR (a)

170,600

2,045,494

James Hardie Industries NV CDI (a)

162,432

1,052,159

Kenmare Resources PLC (a)

12,870,600

8,397,381

Paddy Power PLC (Ireland)

158,884

8,795,183

Petroceltic International PLC (a)

24,756,300

2,392,766

Petroneft Resources PLC (a)

1,748,000

737,812

TOTAL IRELAND

29,710,630

Isle of Man - 1.6%

Bahamas Petroleum Co. PLC (a)

13,324,710

1,547,159

Exillon Energy PLC (a)

1,163,900

5,615,352

IBS Group Holding Ltd. GDR (Reg. S)

343,200

7,361,795

TOTAL ISLE OF MAN

14,524,306

Israel - 0.1%

Sarin Technologies Ltd.

851,000

528,817

Italy - 1.7%

Piaggio & C SpA

1,031,400

3,425,651

Salvatore Ferragamo Italia SpA (a)

477,800

7,742,973

Tod's SpA

41,626

4,164,930

TOTAL ITALY

15,333,554

Japan - 27.8%

ABC-Mart, Inc.

68,700

2,690,765

Accordia Golf Co. Ltd.

2,070

1,524,208

Aica Kogyo Co. Ltd.

92,100

1,246,083

Air Water, Inc.

175,000

2,221,768

Arc Land Sakamoto Co. Ltd.

130,000

2,380,159

ARCS Co. Ltd.

310,500

5,528,920

Asahi Diamond Industrial Co. Ltd.

87,600

1,290,167

ASAHI INTECC Co. Ltd.

313,300

7,950,482

ASKUL Corp.

126,000

1,796,666

Avex Group Holdings, Inc.

181,000

2,141,587

Common Stocks - continued

Shares

Value

Japan - continued

Calbee, Inc.

42,100

$ 1,919,445

Chiba Bank Ltd.

316,000

1,933,645

Chiyoda Corp.

255,000

2,936,882

Chugai Ro Co. Ltd.

404,000

1,187,568

Create SD Holdings Co. Ltd.

48,200

1,028,684

Credit Saison Co. Ltd.

209,900

4,096,484

CyberAgent, Inc. (e)

2,176

7,334,744

Dai-ichi Seiko Co. Ltd.

22,400

614,408

Daido Metal Co. Ltd.

469,000

4,795,740

Daihen Corp.

256,000

876,882

Daikyo, Inc. (a)

512,000

872,963

DeNA Co. Ltd.

50,100

2,162,672

Digital Garage, Inc. (a)(e)

1,179

3,860,534

Don Quijote Co. Ltd.

98,300

3,601,298

Ebara Corp.

1,324,000

4,836,031

EDION Corp.

91,800

734,605

Eiken Chemical Co. Ltd.

41,000

518,641

Exedy Corp.

131,600

3,813,015

Fippon Kayaku Co. Ltd.

139,000

1,360,157

FreeBit Co., Ltd. (e)

215

571,724

Fuji Oil Co. Ltd.

175,900

2,497,057

Fuji Seal International, Inc.

132,100

2,500,401

Furuya Metal Co. Ltd.

33,400

1,393,134

Glory Ltd.

35,700

764,222

Hamamatsu Photonics KK

40,600

1,544,906

Hi-Lex Corp.

48,500

709,390

Horiba Ltd.

65,300

2,071,698

Hulic Co. Ltd.

299,500

3,206,768

Ibiden Co. Ltd.

116,800

2,579,593

Isetan Mitsukoshi Holdings Ltd.

250,100

2,547,835

Iwatsuka Confectionary Co. Ltd.

11,600

406,140

Japan Logistics Fund, Inc.

117

1,008,436

Japan Petroleum Exploration Co. Ltd.

23,000

908,538

JP-Holdings, Inc. (e)

221,400

1,942,742

JSP Corp.

137,000

2,011,165

JTEKT Corp.

399,000

4,363,695

KOMERI Co. Ltd.

118,800

3,743,376

Kuraray Co. Ltd.

352,600

4,936,614

Maeda Corp.

595,000

2,169,453

Makino Milling Machine Co. Ltd.

242,000

1,606,545

Maruwa Ceramic Co. Ltd.

127,000

5,495,324

Melco Holdings, Inc.

83,700

2,329,189

Common Stocks - continued

Shares

Value

Japan - continued

Message Co. Ltd.

1,789

$ 5,786,154

Misumi Group, Inc.

167,700

3,489,832

Mitsubishi UFJ Lease & Finance Co. Ltd.

97,330

3,772,101

Nabtesco Corp.

194,000

4,249,457

Nihon Kohden Corp.

90,000

2,101,412

Nihon M&A Center, Inc.

534

3,014,528

Nippon Ceramic Co. Ltd.

88,700

1,614,639

Nippon Shinyaku Co. Ltd.

216,000

2,512,334

Nippon Shokubai Co. Ltd.

424,000

4,325,027

Nomura Real Estate Holdings, Inc.

169,000

2,724,733

Nomura Real Estate Residential Fund, Inc.

426

2,069,511

NTT Urban Development Co.

1,270

874,437

OSAKA Titanium technologies Co. Ltd. (e)

60,200

3,316,210

Outsourcing, Inc. (e)

366,300

1,385,167

Pigeon Corp.

62,800

2,320,527

Point, Inc.

82,570

3,561,874

Pola Orbis Holdings, Inc.

162,300

4,339,997

Rinnai Corp.

42,800

3,197,858

Saizeriya Co. Ltd.

77,600

1,257,790

Sanken Electric Co. Ltd. (e)

1,065,000

3,996,185

Sankyu, Inc.

423,000

1,675,070

Santen Pharmaceutical Co. Ltd.

58,000

2,164,464

Sawada Holdings Co. Ltd. (a)

242,900

1,960,516

Sekisui Chemical Co. Ltd.

574,000

4,504,901

Shimadzu Corp.

272,000

2,315,897

Shimamura Co. Ltd.

40,000

4,000,936

Shin-Kobe Electric Machinery Co. Ltd. (e)

448,000

7,689,356

Shinsei Bank Ltd.

1,522,000

1,673,019

SHO-BI Corp. (e)

183,200

1,099,948

SHO-BOND Holdings Co. Ltd.

111,700

2,492,015

So-net M3, Inc. (e)

1,201

5,432,129

Sony Financial Holdings, Inc.

202,800

3,373,984

SRI Sports Ltd.

66,500

708,305

Sumitomo Mitsui Trust Holdings, Inc.

644,800

2,206,868

Sysmex Corp.

47,800

1,571,390

SystemPro Co. Ltd.

2,036

1,411,697

Takata Corp.

60,200

1,464,305

Tera Probe, Inc.

38,400

553,267

The Suruga Bank Ltd.

308,000

2,567,830

Toho Co. Ltd.

116,400

2,002,433

Tokyu Livable, Inc. (e)

157,200

1,415,516

Toshiba Plant Systems & Services Corp.

249,000

2,662,195

Common Stocks - continued

Shares

Value

Japan - continued

Toto Ltd.

529,000

$ 4,399,195

Tsubakimoto Chain Co.

404,000

2,073,675

Xebio Co. Ltd.

54,100

1,310,126

Yamatake Corp.

66,700

1,475,835

Yamato Kogyo Co. Ltd.

80,000

2,023,821

TOTAL JAPAN

254,701,614

Korea (South) - 0.5%

Daou Technology, Inc.

190,310

1,708,661

Duksan Hi-Metal Co. Ltd. (a)

55,341

1,242,745

KC Tech Co. Ltd.

129,924

595,482

Medy-Tox, Inc.

24,874

453,187

TK Corp. (a)

33,575

619,360

TOTAL KOREA (SOUTH)

4,619,435

Luxembourg - 0.9%

GlobeOp Financial Services SA

1,176,485

5,392,266

SAF-Holland SA (a)(e)

420,100

2,608,636

TOTAL LUXEMBOURG

8,000,902

Malaysia - 0.3%

JobStreet Corp. Bhd

1,223,100

943,764

Lion Industries Corp. Bhd

722,500

357,160

Muhibbah Engineering (M) Bhd

1,050,100

412,133

Top Glove Corp. Bhd

222,000

308,230

WCT Bhd

560,100

471,811

TOTAL MALAYSIA

2,493,098

Netherlands - 1.1%

Gemalto NV

167,770

7,654,873

SMARTRAC NV (a)

24,426

354,933

Wavin NV (a)

296,512

2,203,952

TOTAL NETHERLANDS

10,213,758

Norway - 1.3%

Aker Solutions ASA

389,100

4,525,150

Schibsted ASA (B Shares)

214,200

5,605,457

Sevan Drilling ASA

2,350,000

1,890,940

Sevan Marine ASA (a)(e)

2,052,500

103,222

TOTAL NORWAY

12,124,769

Common Stocks - continued

Shares

Value

Philippines - 0.2%

Alliance Global Group, Inc.

3,295,000

$ 819,210

Belle Corp. (a)

7,310,000

653,245

TOTAL PHILIPPINES

1,472,455

Poland - 0.6%

Warsaw Stock Exchange

424,200

5,988,737

Singapore - 2.3%

CSE Global Ltd.

1,069,000

711,508

First (REIT)

997,000

629,207

Goodpack Ltd.

1,516,000

2,019,759

Hyflux Ltd.

597,000

677,731

OSIM International Ltd.

1,036,000

1,018,129

Pertama Holdings Ltd. (f)

23,060,000

11,809,703

Petra Foods Ltd.

370,000

481,007

Raffles Medical Group Ltd.

436,205

775,556

Sakari Resources Ltd.

627,000

1,170,802

Venture Corp. Ltd.

259,000

1,380,859

Yanlord Land Group Ltd.

668,000

541,882

TOTAL SINGAPORE

21,216,143

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,254,300

2,329,098

Sweden - 1.3%

Elekta AB (B Shares) (e)

180,000

7,203,258

Modern Times Group MTG AB (B Shares)

87,500

4,641,041

TOTAL SWEDEN

11,844,299

Switzerland - 0.9%

Leclanche SA (a)

77,770

1,542,018

VZ Holding AG

57,960

6,604,752

TOTAL SWITZERLAND

8,146,770

Taiwan - 0.2%

Lung Yen Life Service Co. Ltd.

121,000

374,623

Pacific Hospital Supply Co. Ltd.

91,000

297,779

Tong Hsing Electronics Industries Ltd.

216,721

549,116

Topoint Technology Co. Ltd.

557,000

397,056

WPG Holding Co. Ltd.

294,000

355,006

TOTAL TAIWAN

1,973,580

Thailand - 0.2%

TISCO Financial Group PCL

401,300

445,721

Common Stocks - continued

Shares

Value

Thailand - continued

Toyo-Thai Corp. PCL

5,714,500

$ 1,729,343

Toyo-Thai Corp. PCL NVDR

168,000

50,949

TOTAL THAILAND

2,226,013

United Kingdom - 18.2%

African Barrick Gold Ltd.

660,600

5,736,835

Amerisur Resources PLC (a)

8,152,624

1,671,659

Ashmore Group PLC

1,196,700

6,639,639

ASOS PLC (a)

38,570

965,160

Aurelian Oil & Gas PLC (a)

5,996,200

1,856,295

Avanti Communications Group PLC (a)(e)

494,400

2,466,779

Aveva Group PLC

203,000

5,161,405

Bond International Software PLC

843,266

596,702

Borders & Southern Petroleum PLC (a)

698,500

544,814

Bowleven PLC (a)(e)

450,100

785,378

Brammer PLC

1,380,200

5,923,658

Cadogan Petroleum PLC (a)

1,723,100

1,177,713

Central Asia Metals PLC (a)

1,538,400

1,682,357

Ceres Power Holdings PLC (a)

233,800

59,220

China Goldmines PLC (a)

669,353

232,514

Cove Energy PLC (a)

2,959,800

4,402,954

Craneware PLC

847,300

7,630,716

Faroe Petroleum PLC (a)

480,947

1,237,534

GoIndustry-DoveBid PLC (a)

117,989

92,977

ICAP PLC

897,900

5,835,215

IG Group Holdings PLC

994,884

7,457,472

International Personal Finance PLC

1,431,100

6,310,699

Jazztel PLC (a)(e)

409,000

2,365,943

Johnson Matthey PLC

187,700

5,671,933

Jubilee Platinum PLC (a)

2,985,047

774,089

Keronite PLC (a)(i)

13,620,267

219

London Mining PLC (a)

1,736,500

8,915,501

Michael Page International PLC

970,400

6,270,480

Moneysupermarket.com Group PLC

3,920,400

6,746,122

Monitise PLC (a)

4,772,600

2,916,612

Mothercare PLC

547,400

1,481,593

Nautical Petroleum PLC (a)

435,207

2,071,704

NCC Group Ltd.

239,415

2,552,730

Ocado Group PLC (a)(e)

1,180,900

1,778,529

Pureprofile Media PLC (a)(i)

1,108,572

713,122

Regenersis PLC (a)

1,425,100

1,781,910

Robert Walters PLC

937,800

3,091,748

Common Stocks - continued

Shares

Value

United Kingdom - continued

Rockhopper Exploration PLC (a)

1,154,500

$ 3,973,267

Royalblue Group PLC

202,542

5,299,595

SDL PLC

495,062

5,246,686

Serco Group PLC

481,786

4,025,129

Silverdell PLC (a)

6,644,400

1,081,909

Sinclair Pharma PLC (a)

4,408,649

1,807,947

Sphere Medical Holding PLC (i)

568,406

1,553,988

Sthree PLC

1,128,809

5,175,565

Synergy Health PLC

299,653

4,016,653

Ted Baker PLC

486,475

6,033,867

TMO Renewables Ltd. (i)

1,000,000

562,870

Travis Perkins PLC

405,400

5,610,153

Valiant Petroleum PLC (a)

437,400

3,427,446

Wolfson Microelectronics PLC (a)

1,756,400

3,304,832

Zenergy Power PLC (a)

855,520

159,942

TOTAL UNITED KINGDOM

166,879,779

United States of America - 0.7%

ChinaCast Education Corp. (a)(e)

70,100

281,802

CTC Media, Inc.

192,200

2,212,222

KIT Digital, Inc. (a)(e)

428,400

3,855,600

Mudalla Technology, Inc. (a)

996,527

16

XL TechGroup, Inc. (a)

1,329,250

21

YOU On Demand Holdings, Inc. (a)

6,523,000

455,958

TOTAL UNITED STATES OF AMERICA

6,805,619

TOTAL COMMON STOCKS

(Cost $894,072,982)


898,856,611

Convertible Bonds - 0.1%

 

Principal Amount (d)

 

France - 0.1%

Pierre Et Vacances La Defense 4% 10/1/15 (h)

EUR

1,196,800

1,075,042

United Kingdom - 0.0%

Sphere Medical Holding PLC 8% 12/31/12 (i)

GBP

101,923

163,913

TOTAL CONVERTIBLE BONDS

(Cost $1,416,277)


1,238,955

Government Obligations - 0.1%

 

Principal Amount (d)

Value

Germany - 0.1%

German Federal Republic 0.1521% to 0.2372% 11/9/11 to 11/23/11 (g)
(Cost $747,359)

EUR

550,000

$ 760,975

Money Market Funds - 4.1%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

2,652,401

2,652,401

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

34,344,415

34,344,415

TOTAL MONEY MARKET FUNDS

(Cost $36,996,816)


36,996,816

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $933,233,434)

937,853,357

NET OTHER ASSETS (LIABILITIES) - (2.5)%

(22,869,202)

NET ASSETS - 100%

$ 914,984,155

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

86 Eurex EURO STOXX 50 Index Contracts (Germany)

Dec. 2011

$ 2,842,088

$ (113,279)

 

The face value of futures purchased as a percentage of net assets is 0.3%

Currency Abbreviations

EUR

-

European Monetary Unit

GBP

-

British pound

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $691,784.

(h) Principal amount shown represents units.

(i) 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 $11,914,245 or 1.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Buried Hill Energy (Cyprus) PCL

8/18/06

$ 2,141,700

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

LXB Retail Properties PLC

5/26/11

$ 4,661,808

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

Sphere Medical Holding PLC

8/27/08 - 8/22/11

$ 1,697,579

Sphere Medical Holding PLC 8% 12/31/12

4/21/11 - 10/24/11

$ 166,822

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 63,355

Fidelity Securities Lending Cash Central Fund

916,949

Total

$ 980,304

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Centurion Electronics PLC

$ 12

$ -

$ 109

$ -

$ -

Pertama Holdings Ltd.

7,080,399

1,144,853

223,172

1,146,797

11,809,703

Total

$ 7,080,411

$ 1,144,853

$ 223,281

$ 1,146,797

$ 11,809,703

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 254,701,614

$ -

$ 254,701,614

$ -

United Kingdom

166,879,779

163,817,066

-

3,062,713

Germany

73,923,468

73,923,468

-

-

Australia

68,994,802

6,438,920

62,555,882

-

France

45,585,764

45,585,764

-

-

Ireland

29,710,630

22,368,636

7,341,994

-

Bermuda

26,496,189

12,913,565

13,582,624

-

Cayman Islands

22,599,170

8,787,419

13,560,634

251,117

Singapore

21,216,143

-

21,216,143

-

Cyprus

7,384,327

2,516,827

-

4,867,500

United States of America

6,805,619

6,805,582

-

37

Canada

6,352,623

6,352,589

-

34

British Virgin Islands

5,183,277

5,183,262

-

15

Other

163,023,206

128,510,723

34,512,483

-

Corporate Bonds

1,238,955

-

1,075,042

163,913

Government Obligations

760,975

-

760,975

-

Money Market Funds

36,996,816

36,996,816

-

-

Total Investments in Securities:

$ 937,853,357

$ 520,200,637

$ 409,307,391

$ 8,345,329

Derivative Instruments:

Liabilities

Futures Contracts

$ (113,279)

$ (113,279)

$ -

$ -

Transfers from Level 1 to Level 2 during the period were $210,157,354.

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 8,166,674

Total Realized Gain (Loss)

(5,310,046)

Total Unrealized Gain (Loss)

5,514,712

Cost of Purchases

202,673

Proceeds of Sales

(158,598)

Amortization/Accretion

-

Transfers in to Level 3

453,769

Transfers out of Level 3

(523,855)

Ending Balance

$ 8,345,329

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ 205,883

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2011. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (113,279)

Total Value of Derivatives

$ -

$ (113,279)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $65,361,612 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $32,083,640) - See accompanying schedule:

Unaffiliated issuers (cost $889,824,332)

$ 889,046,838

 

Fidelity Central Funds (cost $36,996,816)

36,996,816

 

Other affiliated issuers (cost $6,412,286)

11,809,703

 

Total Investments (cost $933,233,434)

 

$ 937,853,357

Foreign currency held at value (cost $685,308)

675,490

Receivable for investments sold

16,030,490

Receivable for fund shares sold

676,296

Dividends receivable

3,020,183

Interest receivable

8,399

Distributions receivable from Fidelity Central Funds

90,125

Prepaid expenses

4,727

Other receivables

47,683

Total assets

958,406,750

 

 

 

Liabilities

Payable to custodian bank

$ 2,590,473

Payable for investments purchased

694,635

Payable for fund shares redeemed

4,600,143

Accrued management fee

724,220

Distribution and service plan fees payable

19,270

Payable for daily variation margin on futures contracts

82,870

Other affiliated payables

249,776

Other payables and accrued expenses

116,793

Collateral on securities loaned, at value

34,344,415

Total liabilities

43,422,595

 

 

 

Net Assets

$ 914,984,155

Net Assets consist of:

 

Paid in capital

$ 981,093,471

Undistributed net investment income

8,017,124

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(78,629,647)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,503,207

Net Assets

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($17,185,173 ÷ 905,703 shares)

$ 18.97

 

 

 

Maximum offering price per share (100/94.25 of $18.97)

$ 20.13

Class T:
Net Asset Value
and redemption price per share ($13,743,891 ÷ 731,123 shares)

$ 18.80

 

 

 

Maximum offering price per share (100/96.50 of $18.80)

$ 19.48

Class B:
Net Asset Value
and offering price per share ($2,067,349 ÷ 112,497 shares)A

$ 18.38

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,544,545 ÷ 519,249 shares)A

$ 18.38

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($856,691,635 ÷ 44,550,818 shares)

$ 19.23

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($15,751,562 ÷ 818,833 shares)

$ 19.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $1,146,797 earned from other affiliated issuers)

 

$ 21,550,414

Interest

 

63,975

Income from Fidelity Central Funds

 

980,304

Income before foreign taxes withheld

 

22,594,693

Less foreign taxes withheld

 

(1,429,635)

Total income

 

21,165,058

 

 

 

Expenses

Management fee
Basic fee

$ 8,945,294

Performance adjustment

442,233

Transfer agent fees

2,603,163

Distribution and service plan fees

287,441

Accounting and security lending fees

491,914

Custodian fees and expenses

359,301

Independent trustees' compensation

5,687

Registration fees

122,881

Audit

145,078

Legal

3,942

Miscellaneous

9,145

Total expenses before reductions

13,416,079

Expense reductions

(268,142)

13,147,937

Net investment income (loss)

8,017,121

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $21,350)

37,978,566

Other affiliated issuers

(210,119)

 

Foreign currency transactions

4,325

Futures contracts

(2,512,331)

Total net realized gain (loss)

 

35,260,441

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $17,178)

(96,611,078)

Assets and liabilities in foreign currencies

(53,087)

Futures contracts

(166,462)

Total change in net unrealized appreciation (depreciation)

 

(96,830,627)

Net gain (loss)

(61,570,186)

Net increase (decrease) in net assets resulting from operations

$ (53,553,065)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,017,121

$ 2,524,061

Net realized gain (loss)

35,260,441

45,718,988

Change in net unrealized appreciation (depreciation)

(96,830,627)

97,376,459

Net increase (decrease) in net assets resulting
from operations

(53,553,065)

145,619,508

Distributions to shareholders from net investment income

(2,430,566)

(3,368,409)

Distributions to shareholders from net realized gain

(28,246,937)

(14,323,742)

Total distributions

(30,677,503)

(17,692,151)

Share transactions - net increase (decrease)

129,451,482

26,936,768

Redemption fees

283,575

118,859

Total increase (decrease) in net assets

45,504,489

154,982,984

 

 

 

Net Assets

Beginning of period

869,479,666

714,496,682

End of period (including undistributed net investment income of $8,017,124 and undistributed net investment income of $2,441,101, respectively)

$ 914,984,155

$ 869,479,666

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.42

$ 17.28

$ 11.91

$ 31.14

$ 28.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .10

  .03

  .06

  - H

  .03

Net realized and unrealized gain (loss)

  (.88)

  3.51

  5.31

  (14.03)

  7.97

Total from investment operations

  (.78)

  3.54

  5.37

  (14.03)

  8.00

Distributions from net investment income

  (.02)

  (.06)

  -

  (.03)

  -

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.65)

Total distributions

  (.68)

  (.40)

  -

  (5.20) I

  (5.65)

Redemption fees added to paid in capital C

  .01

  - H

  - H

  - H

  - H

Net asset value, end of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Total Return A,B

  (4.00)%

  20.85%

  45.09%

  (53.35)%

  33.43%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.56%

  1.71%

  1.75%

  1.82%

  1.53%

Expenses net of fee waivers, if any

  1.55%

  1.65%

  1.65%

  1.65%

  1.53%

Expenses net of all reductions

  1.54%

  1.63%

  1.62%

  1.60%

  1.49%

Net investment income (loss)

  .49%

  .16%

  .41%

  -% F

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,185

$ 19,720

$ 17,590

$ 13,561

$ 38,585

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Amount represents less than .01%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Total distributions of $5.20 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $5.176 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 17.14

$ 11.84

$ 30.96

$ 28.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  (.02)

  .02

  (.05)

  (.04)

Net realized and unrealized gain (loss)

  (.86)

  3.47

  5.28

  (13.95)

  7.93

Total from investment operations

  (.81)

  3.45

  5.30

  (14.00)

  7.89

Distributions from net investment income

  -

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.63)

  (.34)

  -

  (5.12)

  (5.57)

Total distributions

  (.63)

  (.36)

  -

  (5.12)

  (5.57)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Total Return A,B

  (4.18)%

  20.46%

  44.76%

  (53.46)%

  33.07%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.82%

  1.97%

  2.00%

  2.07%

  1.77%

Expenses net of fee waivers, if any

  1.81%

  1.90%

  1.90%

  1.90%

  1.77%

Expenses net of all reductions

  1.79%

  1.88%

  1.86%

  1.86%

  1.73%

Net investment income (loss)

  .24%

  (.09)%

  .16%

  (.25)%

  (.14)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,744

$ 16,092

$ 15,760

$ 13,493

$ 40,823

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.79

$ 16.78

$ 11.65

$ 30.49

$ 28.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.05)

  (.10)

  (.04)

  (.16)

  (.18)

Net realized and unrealized gain (loss)

  (.85)

  3.39

  5.17

  (13.73)

  7.82

Total from investment operations

  (.90)

  3.29

  5.13

  (13.89)

  7.64

Distributions from net realized gain

  (.52)

  (.28)

  -

  (4.95)

  (5.41)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Total Return A,B

  (4.68)%

  19.90%

  44.03%

  (53.68)%

  32.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.32%

  2.47%

  2.49%

  2.58%

  2.30%

Expenses net of fee waivers, if any

  2.30%

  2.40%

  2.40%

  2.40%

  2.30%

Expenses net of all reductions

  2.29%

  2.38%

  2.36%

  2.36%

  2.26%

Net investment income (loss)

  (.26)%

  (.59)%

  (.33)%

  (.75)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,067

$ 3,457

$ 3,601

$ 3,230

$ 10,704

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 16.85

$ 11.70

$ 30.62

$ 28.33

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.10)

  (.04)

  (.16)

  (.17)

Net realized and unrealized gain (loss)

  (.85)

  3.40

  5.19

  (13.78)

  7.85

Total from investment operations

  (.89)

  3.30

  5.15

  (13.94)

  7.68

Distributions from net realized gain

  (.59)

  (.30)

  -

  (4.98)

  (5.39)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Total Return A,B

  (4.64)%

  19.86%

  44.02%

  (53.67)%

  32.39%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.27%

  2.42%

  2.49%

  2.57%

  2.26%

Expenses net of fee waivers, if any

  2.26%

  2.40%

  2.40%

  2.40%

  2.26%

Expenses net of all reductions

  2.24%

  2.37%

  2.36%

  2.36%

  2.22%

Net investment income (loss)

  (.21)%

  (.59)%

  (.33)%

  (.76)%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,545

$ 13,501

$ 5,814

$ 5,658

$ 20,094

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.48

$ 12.03

$ 31.44

$ 29.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17

  .07

  .08

  .03

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.14)

  8.03

Total from investment operations

  (.72)

  3.60

  5.45

  (14.11)

  8.15

Distributions from net investment income

  (.06)

  (.08)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.67)

Total distributions

  (.72)

  (.42)

  -

  (5.30)

  (5.74)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Total Return A

  (3.65)%

  21.02%

  45.30%

  (53.25)%

  33.82%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.26%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of fee waivers, if any

  1.25%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of all reductions

  1.23%

  1.42%

  1.44%

  1.44%

  1.15%

Net investment income (loss)

  .80%

  .37%

  .58%

  .16%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 856,692

$ 808,478

$ 669,035

$ 536,291

$ 1,663,761

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.47

$ 12.01

$ 31.38

$ 28.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .09

  .09

  .05

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.12)

  8.02

Total from investment operations

  (.71)

  3.62

  5.46

  (14.07)

  8.14

Distributions from net investment income

  (.06)

  (.09)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.68)

Total distributions

  (.72)

  (.43)

  -

  (5.30)

  (5.75)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Total Return A

  (3.62)%

  21.15%

  45.46%

  (53.22)%

  33.84%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.22%

  1.34%

  1.45%

  1.49%

  1.18%

Expenses net of fee waivers, if any

  1.21%

  1.34%

  1.40%

  1.40%

  1.18%

Expenses net of all reductions

  1.19%

  1.31%

  1.37%

  1.35%

  1.14%

Net investment income (loss)

  .84%

  .47%

  .66%

  .25%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,752

$ 8,231

$ 2,696

$ 2,217

$ 7,774

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual 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 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 and foreign 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.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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.

Annual Report

Notes to Financial Statements - 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 149,880,839

Gross unrealized depreciation

(171,005,789)

Net unrealized appreciation (depreciation) on securities and other investments

$ (21,124,950)

 

 

Tax Cost

$ 958,978,307

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 20,493,962

Capital loss carryforward

$ (65,361,612)

Net unrealized appreciation (depreciation)

$ (21,244,105)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 30,677,503

$ 17,692,151

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to 2.00% 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Funds' financial statement disclosures.

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. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives 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 sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Derivatives involve, to varying degrees, risk of loss in excess of the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

5. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund 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 underlying face amount at value of open futures contracts at period end, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period, the Fund recognized net realized gain (loss) of $(2,512,331) and a change in net unrealized appreciation (depreciation) of $(166,462) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $610,178,106 and $471,939,072, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

Small Cap as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .90% 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%

$ 51,630

$ 463

Class T

.25%

.25%

80,842

106

Class B

.75%

.25%

28,921

21,741

Class C

.75%

.25%

126,048

9,890

 

 

 

$ 287,441

$ 32,200

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% to 1% for Class B, 1% 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

$ 8,134

Class T

1,971

Class B*

3,356

Class C*

712

 

$ 14,173

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

7. 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

$ 62,531

.30

Class T

49,403

.31

Class B

8,779

.30

Class C

32,009

.25

International Small Cap

2,420,969

.25

Institutional Class

29,472

.21

 

$ 2,603,163

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $215 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,143 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. 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. The value of securities loaned to FCM at period end was $432,000. 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 $916,949, including $2,558 from securities loaned to FCM.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $108,473.

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 $159,669 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 15,709

$ 59,453

Class T

-

16,412

International Small Cap

2,403,692

3,278,578

Institutional Class

11,165

13,966

Total

$ 2,430,566

$ 3,368,409

Annual Report

11. Distributions to Shareholders - continued

Years ended October 31,

2011

2010

From net realized gain

 

 

Class A

$ 648,961

$ 354,632

Class T

496,268

310,013

Class B

87,007

60,241

Class C

402,241

116,929

International Small Cap

26,480,677

13,430,315

Institutional Class

131,783

51,612

Total

$ 28,246,937

$ 14,323,742

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

472,219

380,659

$ 10,051,889

$ 6,723,746

Reinvestment of distributions

30,361

22,435

616,326

393,061

Shares redeemed

(562,759)

(454,943)

(11,902,630)

(8,359,905)

Net increase (decrease)

(60,179)

(51,849)

$ (1,234,415)

$ (1,243,098)

Class T

 

 

 

 

Shares sold

237,757

143,286

$ 5,055,416

$ 2,532,790

Reinvestment of distributions

24,155

18,371

486,714

319,658

Shares redeemed

(326,059)

(286,001)

(6,629,520)

(4,986,007)

Net increase (decrease)

(64,147)

(124,344)

$ (1,087,390)

$ (2,133,559)

Class B

 

 

 

 

Shares sold

21,873

14,694

$ 464,854

$ 256,700

Reinvestment of distributions

4,142

3,302

81,975

56,465

Shares redeemed

(88,228)

(57,958)

(1,778,852)

(990,211)

Net increase (decrease)

(62,213)

(39,962)

$ (1,232,023)

$ (677,046)

Class C

 

 

 

 

Shares sold

128,685

430,838

$ 2,661,361

$ 7,671,593

Reinvestment of distributions

19,105

6,001

378,079

102,910

Shares redeemed

(308,659)

(101,847)

(6,253,765)

(1,759,170)

Net increase (decrease)

(160,869)

334,992

$ (3,214,325)

$ 6,015,333

International Small Cap

 

 

 

 

Shares sold

17,502,789

10,330,000

$ 375,309,666

$ 188,548,758

Reinvestment of distributions

1,321,812

888,440

27,110,370

15,725,385

Shares redeemed

(13,398,001)

(10,371,667)

(275,580,654)

(183,663,034)

Net increase (decrease)

5,426,600

846,773

$ 126,839,382

$ 20,611,109

Institutional Class

 

 

 

 

Shares sold

798,910

288,839

$ 17,190,303

$ 5,178,797

Reinvestment of distributions

5,609

2,890

115,044

51,087

Shares redeemed

(384,085)

(47,677)

(7,925,094)

(865,855)

Net increase (decrease)

420,434

244,052

$ 9,380,253

$ 4,364,029

Annual Report

Notes to Financial Statements - continued

13. 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, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in the net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor International Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/05/11

12/02/11

$0.108

$0.272

Class T

12/05/11

12/02/11

$0.029

$0.272

Class B

12/05/11

12/02/11

$0.000

$0.147

Class C

12/05/11

12/02/11

$0.000

$0.186

Class A designates 26%; Class T designates 28%; Class B designates 34%; and Class C designates 30%of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/10

$0.185

$0.0124

Class T

12/06/10

$0.172

$0.0124

Class B

12/06/10

$0.143

$0.0124

Class C

12/06/10

$0.162

$0.0124

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Fund

dif31059

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Fund

dif31061

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

dif30550

AISC-UANN-1211
1.793568.108

(Fidelity Logo)

Fidelity Advisor®

International Small Cap

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® International Small Cap Fund


Contents

Chairman's Message

4

The Chairman's message to shareholders.

Performance

5

How the fund has done over time.

Management's Discussion of Fund Performance

6

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

7

An example of shareholder expenses.

Investment Changes

9

A summary of major shifts in the fund's investments over the past six months.

Investments

11

A complete list of the fund's investments with their market values.

Financial Statements

27

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

37

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

49

 

Trustees and Officers

50

 

Distributions

61

 

Board Approval of Investment Advisory Contracts and Management Fees

62

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class B

-3.62%

1.24%

15.26%

A From September 18, 2002.

B The initial offering of Institutional Class shares took place on May 27, 2003. Returns prior to May 27, 2003 are those of Fidelity® International Small Cap Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Fund - Institutional Class, a class of the fund, on September 18, 2002, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period. The initial offering of Institutional Class took place on May 27, 2003. See above for additional information regarding the performance of Institutional Class. dif31075

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity Advisor® International Small Cap Fund: For the year, the fund's Institutional Class shares returned -3.62%, lagging the -2.39% mark of the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Positioning in energy and industrials meaningfully detracted. By contrast, our stakes in health care and financials notably contributed. Geographically, our picks in the U.K. and an overweighting in China hurt, while security selection in Europe, Japan and elsewhere in Asia-Pacific helped. The Europe/Middle East/Africa subportfolio had the weakest performance. U.K. energy firm Aurelian Oil & Gas detracted, while Irish biopharmaceutical firm Elan added value. The Asia-Pacific ex Japan subportfolio finished about even with its benchmark's modest loss. Sino Prosper State Gold Resources Holdings detracted, and Singapore-based consumer electronics firm Pertama Holdings helped. The Japanese subportfolio beat its benchmark's roughly 9% gain. Online advertising firm CyberAgent contributed, and electronic components maker Mitsumi Electric - which we sold - hurt. Elan, Sino Prosper and Pertama were not in the index.

Note to shareholders: Nicholas Price became Co-Portfolio Manager on November 1, 2011.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.55%

 

 

 

Actual

 

$ 1,000.00

$ 831.30

$ 7.15

HypotheticalA

 

$ 1,000.00

$ 1,017.39

$ 7.88

Class T

1.81%

 

 

 

Actual

 

$ 1,000.00

$ 830.40

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.08

$ 9.20

Class B

2.30%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.60

HypotheticalA

 

$ 1,000.00

$ 1,013.61

$ 11.67

Class C

2.27%

 

 

 

Actual

 

$ 1,000.00

$ 828.30

$ 10.46

HypotheticalA

 

$ 1,000.00

$ 1,013.76

$ 11.52

International Small Cap

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 832.50

$ 5.77

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.36

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 832.90

$ 5.59

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 27.8%

 

dif30472

United Kingdom 18.2%

 

dif30474

Germany 8.5%

 

dif30476

Australia 7.5%

 

dif30478

France 5.1%

 

dif30480

Ireland 3.2%

 

dif30482

Bermuda 2.9%

 

dif30484

Cayman Islands 2.5%

 

dif30486

Singapore 2.3%

 

dif30488

Other 22.0%

 

dif31087

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 22.0%

 

dif30472

United Kingdom 18.1%

 

dif30474

Germany 10.2%

 

dif30476

Australia 6.8%

 

dif30478

France 6.7%

 

dif30480

United States of America 3.7%

 

dif30482

Bermuda 3.1%

 

dif30484

Cayman Islands 2.6%

 

dif30486

Norway 2.4%

 

dif30488

Other 24.4%

 

dif31099

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.5

96.7

Bonds

0.1

0.2

Short-Term Investments and Net Other Assets

1.4

3.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

0.7

London Mining PLC (United Kingdom, Metals & Mining)

1.0

1.0

Paddy Power PLC (Ireland) (Ireland, Hotels, Restaurants & Leisure)

0.9

0.1

Kenmare Resources PLC (Ireland, Metals & Mining)

0.9

0.9

Elan Corp. PLC (Ireland, Pharmaceuticals)

0.9

0.8

Tiger Resources Ltd. (Australia, Metals & Mining)

0.9

0.9

Ipsos SA (France, Media)

0.9

0.8

Asahi Intecc Co. Ltd. (Japan, Health Care Equipment & Supplies)

0.9

0.6

CTS Eventim AG (Germany, Media)

0.9

0.7

Lanxess AG (Germany, Chemicals)

0.9

1.0

 

9.5

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

21.0

17.3

Industrials

17.7

18.4

Information Technology

15.0

14.9

Materials

13.6

13.8

Financials

11.3

12.4

Health Care

9.7

8.3

Energy

5.7

6.6

Consumer Staples

2.7

2.3

Telecommunication Services

1.3

2.3

Utilities

0.3

0.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

Australia - 7.5%

Atlas Iron Ltd.

610,639

$ 1,980,723

Ausgold Ltd. (a)(e)

1,220,000

1,528,690

Austal Ltd.

848,401

2,017,722

Beach Energy Ltd.

575,255

707,059

Blackgold International Holdings Ltd.

1,950,000

447,192

carsales.com Ltd. (e)

430,178

2,224,021

Centamin Egypt Ltd. (United Kingdom) (a)

2,018,614

3,564,476

Dart Energy Ltd. (a)

3,642,982

2,344,864

DUET Group

917,947

1,599,925

Goodman Group unit

1,506,880

979,326

Horizon Oil Ltd. (a)

2,028,276

504,048

Iluka Resources Ltd.

130,860

2,175,715

Imdex Ltd.

595,564

1,300,593

Industrea Ltd.

870,384

1,167,628

Iress Market Technology Ltd.

140,627

1,120,793

Ironbark Zinc Ltd. (a)

2,305,831

726,992

Karoon Gas Australia Ltd. (a)

160,153

739,131

Kingsgate Consolidated NL

141,376

1,114,722

Linc Energy Ltd.

508,182

1,091,028

MAp Group unit

169,101

603,458

Medusa Mining Ltd.

239,743

1,685,456

Mesoblast Ltd. (a)(e)

252,300

2,145,258

Mineral Deposits Ltd. (a)

445,391

3,009,757

Mineral Deposits Ltd. (Canada) (a)

457,000

2,874,444

Mirabela Nickel Ltd. (a)

795,964

1,368,741

Monto Minerals Ltd. (a)

273,551

5,383

Navitas Ltd.

464,760

2,013,083

Northern Iron Ltd. (a)

423,362

512,891

Paladin Energy Ltd. (Australia) (a)

113,814

173,825

Panaust Ltd. (a)

455,468

1,539,223

Ramsay Health Care Ltd.

119,108

2,341,572

realestate.com.au Ltd.

84,356

1,144,994

Red 5 Ltd. (a)

4,566,367

890,754

SAI Global Ltd.

942,792

4,696,897

SEEK Ltd.

421,927

2,735,662

Sino Gas & Energy Ltd. (a)

8,152,205

364,173

SomnoMed Ltd. (a)

531,849

613,708

Tiger Resources Ltd. (a)

16,688,264

8,106,796

TPG Telecom Ltd.

891,143

1,333,188

Troy Resources NL

314,010

1,334,616

Wotif.com Holdings Ltd. (e)

562,113

2,166,275

TOTAL AUSTRALIA

68,994,802

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.2%

Informa PLC

1,249,285

$ 7,280,979

LXB Retail Properties PLC (a)(i)

2,495,000

4,052,584

TOTAL BAILIWICK OF JERSEY

11,333,563

Belgium - 0.7%

EVS Broadcast Equipment SA

119,700

6,145,720

Bermuda - 2.9%

Aquarius Platinum Ltd.:

(Australia)

465,705

1,366,313

(United Kingdom)

1,502,800

4,495,254

Asia Satellite Telecommunications Holdings Ltd.

271,000

513,613

Biosensors International Group Ltd. (a)

1,769,000

1,971,308

China Animal Healthcare Ltd.

2,129,000

477,140

China LotSynergy Holdings Ltd. (a)

7,324,000

103,084

China Singyes Solar Tech Holdings Ltd.

818,000

447,262

China Water Affairs Group Ltd.

1,134,000

325,718

G-Resources Group Ltd. (a)

15,882,000

957,927

Imagi International Holdings Ltd. (a)

17,664,000

461,374

Luk Fook Holdings International Ltd.

757,000

3,245,563

Oakley Capital Investments Ltd. (a)

1,596,500

3,555,975

Petra Diamonds Ltd. (a)

2,629,100

4,862,336

Texwinca Holdings Ltd.

874,000

1,107,283

Vtech Holdings Ltd.

279,100

2,606,039

TOTAL BERMUDA

26,496,189

British Virgin Islands - 0.6%

Kalahari Energy (a)(i)

1,451,000

15

Playtech Ltd. (e)

1,183,846

5,183,262

TOTAL BRITISH VIRGIN ISLANDS

5,183,277

Canada - 0.7%

AirSea Lines (a)(i)

1,893,338

26

Banro Corp. (a)

794,600

3,379,750

Rock Well Petroleum, Inc. (a)(i)

770,400

8

Starfield Resources, Inc. (a)

4,328,075

86,835

Teranga Gold Corp. (a)

1,338,099

2,886,004

TOTAL CANADA

6,352,623

Cayman Islands - 2.5%

AirMedia Group, Inc. ADR (a)(e)

150,900

410,448

Airtac International Group

135,000

755,605

China Automation Group Ltd.

1,589,000

551,626

Common Stocks - continued

Shares

Value

Cayman Islands - continued

China Corn Oil Co. Ltd.

967,000

$ 410,222

China High Precision Automation Group Ltd.

712,000

251,117

China Lilang Ltd.

340,000

357,894

China Metal International Holdings, Inc.

2,002,000

356,747

China Real Estate Information Corp. ADR (a)

75,300

448,035

China ZhengTong Auto Services Holdings Ltd.

536,500

580,929

CNinsure, Inc. ADR (a)(e)

31,900

240,845

Concord Medical Services Holdings Ltd. ADR

84,800

310,368

Ctrip.com International Ltd. sponsored ADR (a)

21,900

763,434

Daphne International Holdings Ltd.

662,000

691,631

EVA Precision Industrial Holdings Ltd.

11,604,000

2,996,746

Fook Woo Group Holdings Ltd. (a)

2,055,000

388,301

Haitian International Holdings Ltd.

597,000

530,432

Kingdee International Software Group Co. Ltd.

896,400

363,132

KongZhong Corp. sponsored ADR (a)

46,600

238,592

Lee's Pharmaceutical Holdings Ltd.

595,000

225,337

Little Sheep Group Ltd.

614,000

397,728

Marwyn Value Investors II Ltd. (a)

1,971,700

4,455,098

Ming Fai International Holdings Ltd.

8,719,000

1,269,099

Minth Group Ltd.

574,000

595,563

MStar Semiconductor, Inc.

84,000

486,791

Orchid Developments Group Ltd. (a)

1,180,100

66,424

Perfect World Co. Ltd. sponsored ADR Class B (a)

34,900

454,049

Shenguan Holdings Group Ltd.

3,154,000

1,694,504

Sino-Life Group Ltd. (a)

3,020,000

97,440

SouFun Holdings Ltd. ADR (e)

25,400

324,104

VisionChina Media, Inc. ADR (a)(e)

183,500

330,300

VST Holdings Ltd. (a)

1,858,000

295,617

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

39,000

484,770

Xueda Education Group sponsored ADR

78,600

260,952

Yip's Chemical Holdings Ltd.

592,000

515,290

TOTAL CAYMAN ISLANDS

22,599,170

China - 0.9%

51job, Inc. sponsored ADR (a)

12,800

591,104

AMVIG Holdings Ltd.

764,000

476,697

Baidu.com, Inc. sponsored ADR (a)

9,800

1,373,764

Beijing Jingkelong Co. Ltd. (H Shares)

379,000

370,158

China Metal Recycling (Holdings) Ltd.

436,800

467,680

Dalian Port (PDA) Co. Ltd. (H Shares)

1,786,000

456,603

People's Food Holdings Ltd. (a)

866,000

448,715

Royale Furniture Holdings Ltd.

2,335,074

706,687

Common Stocks - continued

Shares

Value

China - continued

Sino Prosper State Gold Resources Holdings, Ltd. (a)

74,950,000

$ 1,268,788

Weiqiao Textile Co. Ltd. (H Shares)

2,055,500

1,124,065

Zhaojin Mining Industry Co. Ltd. (H Shares)

117,000

208,890

Zhongpin, Inc. (a)(e)

40,200

371,046

Zijin Mining Group Co. Ltd. (H Shares)

1,008,000

429,035

TOTAL CHINA

8,293,232

Cyprus - 0.8%

Buried Hill Energy (Cyprus) PCL (a)(i)

1,947,000

4,867,500

Mirland Development Corp. PLC (a)

822,600

2,516,827

TOTAL CYPRUS

7,384,327

Denmark - 1.3%

DSV de Sammensluttede Vognmaend A/S

297,600

6,016,482

William Demant Holding A/S (a)

69,800

5,569,201

TOTAL DENMARK

11,585,683

France - 5.0%

Altamir Amboise (a)

584,200

5,408,694

ALTEN

125,000

3,567,002

Audika SA

113,900

2,518,867

Axway Software SA (a)

51,625

1,057,369

Devoteam SA (e)

42,500

736,961

Faiveley Transport

45,935

3,152,091

Iliad SA

41,971

4,912,717

Ipsos SA

243,672

8,002,176

LeGuide.com SA (a)

94,400

1,933,474

Maisons France Confort

93,944

3,367,236

Pierre & Vacances

19,190

753,158

Sartorius Stedim Biotech

57,000

3,865,233

Sopra Group SA

41,300

2,623,418

SR Teleperformance SA

153,600

3,248,024

Trigano SA

23,987

439,344

TOTAL FRANCE

45,585,764

Germany - 8.1%

Bilfinger Berger AG

74,327

6,663,344

CENTROTEC Sustainable AG

226,778

4,423,548

CTS Eventim AG

239,026

7,914,105

Delticom AG

49,200

5,501,501

GFK AG

142,601

6,591,341

HeidelbergCement AG

129,066

5,890,704

Lanxess AG

131,385

7,743,871

Common Stocks - continued

Shares

Value

Germany - continued

MTU Aero Engines Holdings AG

84,500

$ 5,678,585

Rational AG

16,720

3,876,907

Rheinmetall AG

60,500

3,224,286

RIB Software AG

413,200

2,573,796

Stroer Out-of-Home Media AG (a)

194,100

2,847,319

Tom Tailor Holding AG (a)

242,500

3,785,520

United Internet AG

331,665

6,547,509

Wirecard AG

41,362

661,132

TOTAL GERMANY

73,923,468

Hong Kong - 0.7%

Convenience Retail Asia Ltd.

700,000

296,043

Dah Sing Financial Holdings Ltd.

172,000

533,943

GZI Transport Ltd.

1,294,000

558,606

I.T Ltd.

1,912,000

1,190,786

Magnificent Estates Ltd.

32,558,000

1,035,192

REXCAPITAL Financial Holdings Ltd.

11,300,000

785,838

Techtronic Industries Co. Ltd.

2,059,500

1,781,948

Tian An China Investments Co. Ltd.

750,000

396,123

YGM Trading Ltd.

115,000

269,918

TOTAL HONG KONG

6,848,397

Iceland - 0.8%

Ossur hf (a)

4,510,900

7,131,195

India - 0.5%

Ahluwalia Contracts (India) Ltd.

230,314

501,916

Educomp Solutions Ltd.

44,518

246,144

Financial Technologies India Ltd.

23,352

349,909

Geodesic Ltd.

256,340

308,497

Grasim Industries Ltd.

9,911

526,336

Indian Overseas Bank

186,286

390,401

IndusInd Bank Ltd.

91,917

560,426

PI Industries Ltd.

54,595

648,096

Thangamayil Jewellery Ltd.

253,192

879,907

TOTAL INDIA

4,411,632

Indonesia - 0.6%

PT AKR Corporindo Tbk

1,961,000

663,389

PT Clipan Finance Indonesia Tbk

9,427,900

488,389

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

28,221

PT Jasa Marga Tbk

1,205,000

519,366

PT Lippo Karawaci Tbk

5,564,125

398,922

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Mayora Indah Tbk

372,500

$ 591,391

PT Media Nusantara Citra Tbk

4,202,500

519,145

PT Mitra Adiperkasa Tbk

2,179,500

1,200,384

PT Nippon Indosari Corpindo Tbk

1,712,000

655,041

PT Tower Bersama Infrastructure Tbk

1,675,500

389,945

TOTAL INDONESIA

5,454,193

Ireland - 3.2%

Elan Corp. PLC (a)

530,300

6,289,835

Elan Corp. PLC sponsored ADR (a)

170,600

2,045,494

James Hardie Industries NV CDI (a)

162,432

1,052,159

Kenmare Resources PLC (a)

12,870,600

8,397,381

Paddy Power PLC (Ireland)

158,884

8,795,183

Petroceltic International PLC (a)

24,756,300

2,392,766

Petroneft Resources PLC (a)

1,748,000

737,812

TOTAL IRELAND

29,710,630

Isle of Man - 1.6%

Bahamas Petroleum Co. PLC (a)

13,324,710

1,547,159

Exillon Energy PLC (a)

1,163,900

5,615,352

IBS Group Holding Ltd. GDR (Reg. S)

343,200

7,361,795

TOTAL ISLE OF MAN

14,524,306

Israel - 0.1%

Sarin Technologies Ltd.

851,000

528,817

Italy - 1.7%

Piaggio & C SpA

1,031,400

3,425,651

Salvatore Ferragamo Italia SpA (a)

477,800

7,742,973

Tod's SpA

41,626

4,164,930

TOTAL ITALY

15,333,554

Japan - 27.8%

ABC-Mart, Inc.

68,700

2,690,765

Accordia Golf Co. Ltd.

2,070

1,524,208

Aica Kogyo Co. Ltd.

92,100

1,246,083

Air Water, Inc.

175,000

2,221,768

Arc Land Sakamoto Co. Ltd.

130,000

2,380,159

ARCS Co. Ltd.

310,500

5,528,920

Asahi Diamond Industrial Co. Ltd.

87,600

1,290,167

ASAHI INTECC Co. Ltd.

313,300

7,950,482

ASKUL Corp.

126,000

1,796,666

Avex Group Holdings, Inc.

181,000

2,141,587

Common Stocks - continued

Shares

Value

Japan - continued

Calbee, Inc.

42,100

$ 1,919,445

Chiba Bank Ltd.

316,000

1,933,645

Chiyoda Corp.

255,000

2,936,882

Chugai Ro Co. Ltd.

404,000

1,187,568

Create SD Holdings Co. Ltd.

48,200

1,028,684

Credit Saison Co. Ltd.

209,900

4,096,484

CyberAgent, Inc. (e)

2,176

7,334,744

Dai-ichi Seiko Co. Ltd.

22,400

614,408

Daido Metal Co. Ltd.

469,000

4,795,740

Daihen Corp.

256,000

876,882

Daikyo, Inc. (a)

512,000

872,963

DeNA Co. Ltd.

50,100

2,162,672

Digital Garage, Inc. (a)(e)

1,179

3,860,534

Don Quijote Co. Ltd.

98,300

3,601,298

Ebara Corp.

1,324,000

4,836,031

EDION Corp.

91,800

734,605

Eiken Chemical Co. Ltd.

41,000

518,641

Exedy Corp.

131,600

3,813,015

Fippon Kayaku Co. Ltd.

139,000

1,360,157

FreeBit Co., Ltd. (e)

215

571,724

Fuji Oil Co. Ltd.

175,900

2,497,057

Fuji Seal International, Inc.

132,100

2,500,401

Furuya Metal Co. Ltd.

33,400

1,393,134

Glory Ltd.

35,700

764,222

Hamamatsu Photonics KK

40,600

1,544,906

Hi-Lex Corp.

48,500

709,390

Horiba Ltd.

65,300

2,071,698

Hulic Co. Ltd.

299,500

3,206,768

Ibiden Co. Ltd.

116,800

2,579,593

Isetan Mitsukoshi Holdings Ltd.

250,100

2,547,835

Iwatsuka Confectionary Co. Ltd.

11,600

406,140

Japan Logistics Fund, Inc.

117

1,008,436

Japan Petroleum Exploration Co. Ltd.

23,000

908,538

JP-Holdings, Inc. (e)

221,400

1,942,742

JSP Corp.

137,000

2,011,165

JTEKT Corp.

399,000

4,363,695

KOMERI Co. Ltd.

118,800

3,743,376

Kuraray Co. Ltd.

352,600

4,936,614

Maeda Corp.

595,000

2,169,453

Makino Milling Machine Co. Ltd.

242,000

1,606,545

Maruwa Ceramic Co. Ltd.

127,000

5,495,324

Melco Holdings, Inc.

83,700

2,329,189

Common Stocks - continued

Shares

Value

Japan - continued

Message Co. Ltd.

1,789

$ 5,786,154

Misumi Group, Inc.

167,700

3,489,832

Mitsubishi UFJ Lease & Finance Co. Ltd.

97,330

3,772,101

Nabtesco Corp.

194,000

4,249,457

Nihon Kohden Corp.

90,000

2,101,412

Nihon M&A Center, Inc.

534

3,014,528

Nippon Ceramic Co. Ltd.

88,700

1,614,639

Nippon Shinyaku Co. Ltd.

216,000

2,512,334

Nippon Shokubai Co. Ltd.

424,000

4,325,027

Nomura Real Estate Holdings, Inc.

169,000

2,724,733

Nomura Real Estate Residential Fund, Inc.

426

2,069,511

NTT Urban Development Co.

1,270

874,437

OSAKA Titanium technologies Co. Ltd. (e)

60,200

3,316,210

Outsourcing, Inc. (e)

366,300

1,385,167

Pigeon Corp.

62,800

2,320,527

Point, Inc.

82,570

3,561,874

Pola Orbis Holdings, Inc.

162,300

4,339,997

Rinnai Corp.

42,800

3,197,858

Saizeriya Co. Ltd.

77,600

1,257,790

Sanken Electric Co. Ltd. (e)

1,065,000

3,996,185

Sankyu, Inc.

423,000

1,675,070

Santen Pharmaceutical Co. Ltd.

58,000

2,164,464

Sawada Holdings Co. Ltd. (a)

242,900

1,960,516

Sekisui Chemical Co. Ltd.

574,000

4,504,901

Shimadzu Corp.

272,000

2,315,897

Shimamura Co. Ltd.

40,000

4,000,936

Shin-Kobe Electric Machinery Co. Ltd. (e)

448,000

7,689,356

Shinsei Bank Ltd.

1,522,000

1,673,019

SHO-BI Corp. (e)

183,200

1,099,948

SHO-BOND Holdings Co. Ltd.

111,700

2,492,015

So-net M3, Inc. (e)

1,201

5,432,129

Sony Financial Holdings, Inc.

202,800

3,373,984

SRI Sports Ltd.

66,500

708,305

Sumitomo Mitsui Trust Holdings, Inc.

644,800

2,206,868

Sysmex Corp.

47,800

1,571,390

SystemPro Co. Ltd.

2,036

1,411,697

Takata Corp.

60,200

1,464,305

Tera Probe, Inc.

38,400

553,267

The Suruga Bank Ltd.

308,000

2,567,830

Toho Co. Ltd.

116,400

2,002,433

Tokyu Livable, Inc. (e)

157,200

1,415,516

Toshiba Plant Systems & Services Corp.

249,000

2,662,195

Common Stocks - continued

Shares

Value

Japan - continued

Toto Ltd.

529,000

$ 4,399,195

Tsubakimoto Chain Co.

404,000

2,073,675

Xebio Co. Ltd.

54,100

1,310,126

Yamatake Corp.

66,700

1,475,835

Yamato Kogyo Co. Ltd.

80,000

2,023,821

TOTAL JAPAN

254,701,614

Korea (South) - 0.5%

Daou Technology, Inc.

190,310

1,708,661

Duksan Hi-Metal Co. Ltd. (a)

55,341

1,242,745

KC Tech Co. Ltd.

129,924

595,482

Medy-Tox, Inc.

24,874

453,187

TK Corp. (a)

33,575

619,360

TOTAL KOREA (SOUTH)

4,619,435

Luxembourg - 0.9%

GlobeOp Financial Services SA

1,176,485

5,392,266

SAF-Holland SA (a)(e)

420,100

2,608,636

TOTAL LUXEMBOURG

8,000,902

Malaysia - 0.3%

JobStreet Corp. Bhd

1,223,100

943,764

Lion Industries Corp. Bhd

722,500

357,160

Muhibbah Engineering (M) Bhd

1,050,100

412,133

Top Glove Corp. Bhd

222,000

308,230

WCT Bhd

560,100

471,811

TOTAL MALAYSIA

2,493,098

Netherlands - 1.1%

Gemalto NV

167,770

7,654,873

SMARTRAC NV (a)

24,426

354,933

Wavin NV (a)

296,512

2,203,952

TOTAL NETHERLANDS

10,213,758

Norway - 1.3%

Aker Solutions ASA

389,100

4,525,150

Schibsted ASA (B Shares)

214,200

5,605,457

Sevan Drilling ASA

2,350,000

1,890,940

Sevan Marine ASA (a)(e)

2,052,500

103,222

TOTAL NORWAY

12,124,769

Common Stocks - continued

Shares

Value

Philippines - 0.2%

Alliance Global Group, Inc.

3,295,000

$ 819,210

Belle Corp. (a)

7,310,000

653,245

TOTAL PHILIPPINES

1,472,455

Poland - 0.6%

Warsaw Stock Exchange

424,200

5,988,737

Singapore - 2.3%

CSE Global Ltd.

1,069,000

711,508

First (REIT)

997,000

629,207

Goodpack Ltd.

1,516,000

2,019,759

Hyflux Ltd.

597,000

677,731

OSIM International Ltd.

1,036,000

1,018,129

Pertama Holdings Ltd. (f)

23,060,000

11,809,703

Petra Foods Ltd.

370,000

481,007

Raffles Medical Group Ltd.

436,205

775,556

Sakari Resources Ltd.

627,000

1,170,802

Venture Corp. Ltd.

259,000

1,380,859

Yanlord Land Group Ltd.

668,000

541,882

TOTAL SINGAPORE

21,216,143

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,254,300

2,329,098

Sweden - 1.3%

Elekta AB (B Shares) (e)

180,000

7,203,258

Modern Times Group MTG AB (B Shares)

87,500

4,641,041

TOTAL SWEDEN

11,844,299

Switzerland - 0.9%

Leclanche SA (a)

77,770

1,542,018

VZ Holding AG

57,960

6,604,752

TOTAL SWITZERLAND

8,146,770

Taiwan - 0.2%

Lung Yen Life Service Co. Ltd.

121,000

374,623

Pacific Hospital Supply Co. Ltd.

91,000

297,779

Tong Hsing Electronics Industries Ltd.

216,721

549,116

Topoint Technology Co. Ltd.

557,000

397,056

WPG Holding Co. Ltd.

294,000

355,006

TOTAL TAIWAN

1,973,580

Thailand - 0.2%

TISCO Financial Group PCL

401,300

445,721

Common Stocks - continued

Shares

Value

Thailand - continued

Toyo-Thai Corp. PCL

5,714,500

$ 1,729,343

Toyo-Thai Corp. PCL NVDR

168,000

50,949

TOTAL THAILAND

2,226,013

United Kingdom - 18.2%

African Barrick Gold Ltd.

660,600

5,736,835

Amerisur Resources PLC (a)

8,152,624

1,671,659

Ashmore Group PLC

1,196,700

6,639,639

ASOS PLC (a)

38,570

965,160

Aurelian Oil & Gas PLC (a)

5,996,200

1,856,295

Avanti Communications Group PLC (a)(e)

494,400

2,466,779

Aveva Group PLC

203,000

5,161,405

Bond International Software PLC

843,266

596,702

Borders & Southern Petroleum PLC (a)

698,500

544,814

Bowleven PLC (a)(e)

450,100

785,378

Brammer PLC

1,380,200

5,923,658

Cadogan Petroleum PLC (a)

1,723,100

1,177,713

Central Asia Metals PLC (a)

1,538,400

1,682,357

Ceres Power Holdings PLC (a)

233,800

59,220

China Goldmines PLC (a)

669,353

232,514

Cove Energy PLC (a)

2,959,800

4,402,954

Craneware PLC

847,300

7,630,716

Faroe Petroleum PLC (a)

480,947

1,237,534

GoIndustry-DoveBid PLC (a)

117,989

92,977

ICAP PLC

897,900

5,835,215

IG Group Holdings PLC

994,884

7,457,472

International Personal Finance PLC

1,431,100

6,310,699

Jazztel PLC (a)(e)

409,000

2,365,943

Johnson Matthey PLC

187,700

5,671,933

Jubilee Platinum PLC (a)

2,985,047

774,089

Keronite PLC (a)(i)

13,620,267

219

London Mining PLC (a)

1,736,500

8,915,501

Michael Page International PLC

970,400

6,270,480

Moneysupermarket.com Group PLC

3,920,400

6,746,122

Monitise PLC (a)

4,772,600

2,916,612

Mothercare PLC

547,400

1,481,593

Nautical Petroleum PLC (a)

435,207

2,071,704

NCC Group Ltd.

239,415

2,552,730

Ocado Group PLC (a)(e)

1,180,900

1,778,529

Pureprofile Media PLC (a)(i)

1,108,572

713,122

Regenersis PLC (a)

1,425,100

1,781,910

Robert Walters PLC

937,800

3,091,748

Common Stocks - continued

Shares

Value

United Kingdom - continued

Rockhopper Exploration PLC (a)

1,154,500

$ 3,973,267

Royalblue Group PLC

202,542

5,299,595

SDL PLC

495,062

5,246,686

Serco Group PLC

481,786

4,025,129

Silverdell PLC (a)

6,644,400

1,081,909

Sinclair Pharma PLC (a)

4,408,649

1,807,947

Sphere Medical Holding PLC (i)

568,406

1,553,988

Sthree PLC

1,128,809

5,175,565

Synergy Health PLC

299,653

4,016,653

Ted Baker PLC

486,475

6,033,867

TMO Renewables Ltd. (i)

1,000,000

562,870

Travis Perkins PLC

405,400

5,610,153

Valiant Petroleum PLC (a)

437,400

3,427,446

Wolfson Microelectronics PLC (a)

1,756,400

3,304,832

Zenergy Power PLC (a)

855,520

159,942

TOTAL UNITED KINGDOM

166,879,779

United States of America - 0.7%

ChinaCast Education Corp. (a)(e)

70,100

281,802

CTC Media, Inc.

192,200

2,212,222

KIT Digital, Inc. (a)(e)

428,400

3,855,600

Mudalla Technology, Inc. (a)

996,527

16

XL TechGroup, Inc. (a)

1,329,250

21

YOU On Demand Holdings, Inc. (a)

6,523,000

455,958

TOTAL UNITED STATES OF AMERICA

6,805,619

TOTAL COMMON STOCKS

(Cost $894,072,982)


898,856,611

Convertible Bonds - 0.1%

 

Principal Amount (d)

 

France - 0.1%

Pierre Et Vacances La Defense 4% 10/1/15 (h)

EUR

1,196,800

1,075,042

United Kingdom - 0.0%

Sphere Medical Holding PLC 8% 12/31/12 (i)

GBP

101,923

163,913

TOTAL CONVERTIBLE BONDS

(Cost $1,416,277)


1,238,955

Government Obligations - 0.1%

 

Principal Amount (d)

Value

Germany - 0.1%

German Federal Republic 0.1521% to 0.2372% 11/9/11 to 11/23/11 (g)
(Cost $747,359)

EUR

550,000

$ 760,975

Money Market Funds - 4.1%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

2,652,401

2,652,401

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

34,344,415

34,344,415

TOTAL MONEY MARKET FUNDS

(Cost $36,996,816)


36,996,816

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $933,233,434)

937,853,357

NET OTHER ASSETS (LIABILITIES) - (2.5)%

(22,869,202)

NET ASSETS - 100%

$ 914,984,155

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

86 Eurex EURO STOXX 50 Index Contracts (Germany)

Dec. 2011

$ 2,842,088

$ (113,279)

 

The face value of futures purchased as a percentage of net assets is 0.3%

Currency Abbreviations

EUR

-

European Monetary Unit

GBP

-

British pound

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $691,784.

(h) Principal amount shown represents units.

(i) 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 $11,914,245 or 1.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Buried Hill Energy (Cyprus) PCL

8/18/06

$ 2,141,700

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

LXB Retail Properties PLC

5/26/11

$ 4,661,808

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

Sphere Medical Holding PLC

8/27/08 - 8/22/11

$ 1,697,579

Sphere Medical Holding PLC 8% 12/31/12

4/21/11 - 10/24/11

$ 166,822

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 63,355

Fidelity Securities Lending Cash Central Fund

916,949

Total

$ 980,304

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Centurion Electronics PLC

$ 12

$ -

$ 109

$ -

$ -

Pertama Holdings Ltd.

7,080,399

1,144,853

223,172

1,146,797

11,809,703

Total

$ 7,080,411

$ 1,144,853

$ 223,281

$ 1,146,797

$ 11,809,703

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 254,701,614

$ -

$ 254,701,614

$ -

United Kingdom

166,879,779

163,817,066

-

3,062,713

Germany

73,923,468

73,923,468

-

-

Australia

68,994,802

6,438,920

62,555,882

-

France

45,585,764

45,585,764

-

-

Ireland

29,710,630

22,368,636

7,341,994

-

Bermuda

26,496,189

12,913,565

13,582,624

-

Cayman Islands

22,599,170

8,787,419

13,560,634

251,117

Singapore

21,216,143

-

21,216,143

-

Cyprus

7,384,327

2,516,827

-

4,867,500

United States of America

6,805,619

6,805,582

-

37

Canada

6,352,623

6,352,589

-

34

British Virgin Islands

5,183,277

5,183,262

-

15

Other

163,023,206

128,510,723

34,512,483

-

Corporate Bonds

1,238,955

-

1,075,042

163,913

Government Obligations

760,975

-

760,975

-

Money Market Funds

36,996,816

36,996,816

-

-

Total Investments in Securities:

$ 937,853,357

$ 520,200,637

$ 409,307,391

$ 8,345,329

Derivative Instruments:

Liabilities

Futures Contracts

$ (113,279)

$ (113,279)

$ -

$ -

Transfers from Level 1 to Level 2 during the period were $210,157,354.

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 8,166,674

Total Realized Gain (Loss)

(5,310,046)

Total Unrealized Gain (Loss)

5,514,712

Cost of Purchases

202,673

Proceeds of Sales

(158,598)

Amortization/Accretion

-

Transfers in to Level 3

453,769

Transfers out of Level 3

(523,855)

Ending Balance

$ 8,345,329

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ 205,883

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2011. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (113,279)

Total Value of Derivatives

$ -

$ (113,279)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $65,361,612 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $32,083,640) - See accompanying schedule:

Unaffiliated issuers (cost $889,824,332)

$ 889,046,838

 

Fidelity Central Funds (cost $36,996,816)

36,996,816

 

Other affiliated issuers (cost $6,412,286)

11,809,703

 

Total Investments (cost $933,233,434)

 

$ 937,853,357

Foreign currency held at value (cost $685,308)

675,490

Receivable for investments sold

16,030,490

Receivable for fund shares sold

676,296

Dividends receivable

3,020,183

Interest receivable

8,399

Distributions receivable from Fidelity Central Funds

90,125

Prepaid expenses

4,727

Other receivables

47,683

Total assets

958,406,750

 

 

 

Liabilities

Payable to custodian bank

$ 2,590,473

Payable for investments purchased

694,635

Payable for fund shares redeemed

4,600,143

Accrued management fee

724,220

Distribution and service plan fees payable

19,270

Payable for daily variation margin on futures contracts

82,870

Other affiliated payables

249,776

Other payables and accrued expenses

116,793

Collateral on securities loaned, at value

34,344,415

Total liabilities

43,422,595

 

 

 

Net Assets

$ 914,984,155

Net Assets consist of:

 

Paid in capital

$ 981,093,471

Undistributed net investment income

8,017,124

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(78,629,647)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

4,503,207

Net Assets

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($17,185,173 ÷ 905,703 shares)

$ 18.97

 

 

 

Maximum offering price per share (100/94.25 of $18.97)

$ 20.13

Class T:
Net Asset Value
and redemption price per share ($13,743,891 ÷ 731,123 shares)

$ 18.80

 

 

 

Maximum offering price per share (100/96.50 of $18.80)

$ 19.48

Class B:
Net Asset Value
and offering price per share ($2,067,349 ÷ 112,497 shares)A

$ 18.38

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,544,545 ÷ 519,249 shares)A

$ 18.38

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($856,691,635 ÷ 44,550,818 shares)

$ 19.23

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($15,751,562 ÷ 818,833 shares)

$ 19.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends (including $1,146,797 earned from other affiliated issuers)

 

$ 21,550,414

Interest

 

63,975

Income from Fidelity Central Funds

 

980,304

Income before foreign taxes withheld

 

22,594,693

Less foreign taxes withheld

 

(1,429,635)

Total income

 

21,165,058

 

 

 

Expenses

Management fee
Basic fee

$ 8,945,294

Performance adjustment

442,233

Transfer agent fees

2,603,163

Distribution and service plan fees

287,441

Accounting and security lending fees

491,914

Custodian fees and expenses

359,301

Independent trustees' compensation

5,687

Registration fees

122,881

Audit

145,078

Legal

3,942

Miscellaneous

9,145

Total expenses before reductions

13,416,079

Expense reductions

(268,142)

13,147,937

Net investment income (loss)

8,017,121

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $21,350)

37,978,566

Other affiliated issuers

(210,119)

 

Foreign currency transactions

4,325

Futures contracts

(2,512,331)

Total net realized gain (loss)

 

35,260,441

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $17,178)

(96,611,078)

Assets and liabilities in foreign currencies

(53,087)

Futures contracts

(166,462)

Total change in net unrealized appreciation (depreciation)

 

(96,830,627)

Net gain (loss)

(61,570,186)

Net increase (decrease) in net assets resulting from operations

$ (53,553,065)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,017,121

$ 2,524,061

Net realized gain (loss)

35,260,441

45,718,988

Change in net unrealized appreciation (depreciation)

(96,830,627)

97,376,459

Net increase (decrease) in net assets resulting
from operations

(53,553,065)

145,619,508

Distributions to shareholders from net investment income

(2,430,566)

(3,368,409)

Distributions to shareholders from net realized gain

(28,246,937)

(14,323,742)

Total distributions

(30,677,503)

(17,692,151)

Share transactions - net increase (decrease)

129,451,482

26,936,768

Redemption fees

283,575

118,859

Total increase (decrease) in net assets

45,504,489

154,982,984

 

 

 

Net Assets

Beginning of period

869,479,666

714,496,682

End of period (including undistributed net investment income of $8,017,124 and undistributed net investment income of $2,441,101, respectively)

$ 914,984,155

$ 869,479,666

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.42

$ 17.28

$ 11.91

$ 31.14

$ 28.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .10

  .03

  .06

  - H

  .03

Net realized and unrealized gain (loss)

  (.88)

  3.51

  5.31

  (14.03)

  7.97

Total from investment operations

  (.78)

  3.54

  5.37

  (14.03)

  8.00

Distributions from net investment income

  (.02)

  (.06)

  -

  (.03)

  -

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.65)

Total distributions

  (.68)

  (.40)

  -

  (5.20) I

  (5.65)

Redemption fees added to paid in capital C

  .01

  - H

  - H

  - H

  - H

Net asset value, end of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Total Return A,B

  (4.00)%

  20.85%

  45.09%

  (53.35)%

  33.43%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.56%

  1.71%

  1.75%

  1.82%

  1.53%

Expenses net of fee waivers, if any

  1.55%

  1.65%

  1.65%

  1.65%

  1.53%

Expenses net of all reductions

  1.54%

  1.63%

  1.62%

  1.60%

  1.49%

Net investment income (loss)

  .49%

  .16%

  .41%

  -% F

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,185

$ 19,720

$ 17,590

$ 13,561

$ 38,585

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Amount represents less than .01%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Total distributions of $5.20 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $5.176 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 17.14

$ 11.84

$ 30.96

$ 28.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  (.02)

  .02

  (.05)

  (.04)

Net realized and unrealized gain (loss)

  (.86)

  3.47

  5.28

  (13.95)

  7.93

Total from investment operations

  (.81)

  3.45

  5.30

  (14.00)

  7.89

Distributions from net investment income

  -

  (.02)

  -

  -

  -

Distributions from net realized gain

  (.63)

  (.34)

  -

  (5.12)

  (5.57)

Total distributions

  (.63)

  (.36)

  -

  (5.12)

  (5.57)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Total Return A,B

  (4.18)%

  20.46%

  44.76%

  (53.46)%

  33.07%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.82%

  1.97%

  2.00%

  2.07%

  1.77%

Expenses net of fee waivers, if any

  1.81%

  1.90%

  1.90%

  1.90%

  1.77%

Expenses net of all reductions

  1.79%

  1.88%

  1.86%

  1.86%

  1.73%

Net investment income (loss)

  .24%

  (.09)%

  .16%

  (.25)%

  (.14)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,744

$ 16,092

$ 15,760

$ 13,493

$ 40,823

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.79

$ 16.78

$ 11.65

$ 30.49

$ 28.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.05)

  (.10)

  (.04)

  (.16)

  (.18)

Net realized and unrealized gain (loss)

  (.85)

  3.39

  5.17

  (13.73)

  7.82

Total from investment operations

  (.90)

  3.29

  5.13

  (13.89)

  7.64

Distributions from net realized gain

  (.52)

  (.28)

  -

  (4.95)

  (5.41)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Total Return A,B

  (4.68)%

  19.90%

  44.03%

  (53.68)%

  32.38%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.32%

  2.47%

  2.49%

  2.58%

  2.30%

Expenses net of fee waivers, if any

  2.30%

  2.40%

  2.40%

  2.40%

  2.30%

Expenses net of all reductions

  2.29%

  2.38%

  2.36%

  2.36%

  2.26%

Net investment income (loss)

  (.26)%

  (.59)%

  (.33)%

  (.75)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,067

$ 3,457

$ 3,601

$ 3,230

$ 10,704

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 16.85

$ 11.70

$ 30.62

$ 28.33

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

  (.10)

  (.04)

  (.16)

  (.17)

Net realized and unrealized gain (loss)

  (.85)

  3.40

  5.19

  (13.78)

  7.85

Total from investment operations

  (.89)

  3.30

  5.15

  (13.94)

  7.68

Distributions from net realized gain

  (.59)

  (.30)

  -

  (4.98)

  (5.39)

Redemption fees added to paid in capital C

  .01

  - G

  - G

  - G

  - G

Net asset value, end of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Total Return A,B

  (4.64)%

  19.86%

  44.02%

  (53.67)%

  32.39%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.27%

  2.42%

  2.49%

  2.57%

  2.26%

Expenses net of fee waivers, if any

  2.26%

  2.40%

  2.40%

  2.40%

  2.26%

Expenses net of all reductions

  2.24%

  2.37%

  2.36%

  2.36%

  2.22%

Net investment income (loss)

  (.21)%

  (.59)%

  (.33)%

  (.76)%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,545

$ 13,501

$ 5,814

$ 5,658

$ 20,094

Portfolio turnover rate E

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.48

$ 12.03

$ 31.44

$ 29.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17

  .07

  .08

  .03

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.14)

  8.03

Total from investment operations

  (.72)

  3.60

  5.45

  (14.11)

  8.15

Distributions from net investment income

  (.06)

  (.08)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.67)

Total distributions

  (.72)

  (.42)

  -

  (5.30)

  (5.74)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Total Return A

  (3.65)%

  21.02%

  45.30%

  (53.25)%

  33.82%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.26%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of fee waivers, if any

  1.25%

  1.44%

  1.48%

  1.49%

  1.19%

Expenses net of all reductions

  1.23%

  1.42%

  1.44%

  1.44%

  1.15%

Net investment income (loss)

  .80%

  .37%

  .58%

  .16%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 856,692

$ 808,478

$ 669,035

$ 536,291

$ 1,663,761

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.66

$ 17.47

$ 12.01

$ 31.38

$ 28.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .09

  .09

  .05

  .12

Net realized and unrealized gain (loss)

  (.89)

  3.53

  5.37

  (14.12)

  8.02

Total from investment operations

  (.71)

  3.62

  5.46

  (14.07)

  8.14

Distributions from net investment income

  (.06)

  (.09)

  -

  (.12)

  (.07)

Distributions from net realized gain

  (.66)

  (.34)

  -

  (5.18)

  (5.68)

Total distributions

  (.72)

  (.43)

  -

  (5.30)

  (5.75)

Redemption fees added to paid in capital B

  .01

  - F

  - F

  - F

  - F

Net asset value, end of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Total Return A

  (3.62)%

  21.15%

  45.46%

  (53.22)%

  33.84%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.22%

  1.34%

  1.45%

  1.49%

  1.18%

Expenses net of fee waivers, if any

  1.21%

  1.34%

  1.40%

  1.40%

  1.18%

Expenses net of all reductions

  1.19%

  1.31%

  1.37%

  1.35%

  1.14%

Net investment income (loss)

  .84%

  .47%

  .66%

  .25%

  .45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,752

$ 8,231

$ 2,696

$ 2,217

$ 7,774

Portfolio turnover rate D

  47%

  66%

  81%

  113%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

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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 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 and foreign 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.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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.

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Notes to Financial Statements - 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 149,880,839

Gross unrealized depreciation

(171,005,789)

Net unrealized appreciation (depreciation) on securities and other investments

$ (21,124,950)

 

 

Tax Cost

$ 958,978,307

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 20,493,962

Capital loss carryforward

$ (65,361,612)

Net unrealized appreciation (depreciation)

$ (21,244,105)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 30,677,503

$ 17,692,151

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to 2.00% 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Funds' financial statement disclosures.

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. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives 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 sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Derivatives involve, to varying degrees, risk of loss in excess of the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

5. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund 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 underlying face amount at value of open futures contracts at period end, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period, the Fund recognized net realized gain (loss) of $(2,512,331) and a change in net unrealized appreciation (depreciation) of $(166,462) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $610,178,106 and $471,939,072, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International

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Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

Small Cap as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .90% 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%

$ 51,630

$ 463

Class T

.25%

.25%

80,842

106

Class B

.75%

.25%

28,921

21,741

Class C

.75%

.25%

126,048

9,890

 

 

 

$ 287,441

$ 32,200

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% to 1% for Class B, 1% 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

$ 8,134

Class T

1,971

Class B*

3,356

Class C*

712

 

$ 14,173

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

7. 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

$ 62,531

.30

Class T

49,403

.31

Class B

8,779

.30

Class C

32,009

.25

International Small Cap

2,420,969

.25

Institutional Class

29,472

.21

 

$ 2,603,163

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $215 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,143 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. 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. The value of securities loaned to FCM at period end was $432,000. 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 $916,949, including $2,558 from securities loaned to FCM.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $108,473.

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 $159,669 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 15,709

$ 59,453

Class T

-

16,412

International Small Cap

2,403,692

3,278,578

Institutional Class

11,165

13,966

Total

$ 2,430,566

$ 3,368,409

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11. Distributions to Shareholders - continued

Years ended October 31,

2011

2010

From net realized gain

 

 

Class A

$ 648,961

$ 354,632

Class T

496,268

310,013

Class B

87,007

60,241

Class C

402,241

116,929

International Small Cap

26,480,677

13,430,315

Institutional Class

131,783

51,612

Total

$ 28,246,937

$ 14,323,742

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

472,219

380,659

$ 10,051,889

$ 6,723,746

Reinvestment of distributions

30,361

22,435

616,326

393,061

Shares redeemed

(562,759)

(454,943)

(11,902,630)

(8,359,905)

Net increase (decrease)

(60,179)

(51,849)

$ (1,234,415)

$ (1,243,098)

Class T

 

 

 

 

Shares sold

237,757

143,286

$ 5,055,416

$ 2,532,790

Reinvestment of distributions

24,155

18,371

486,714

319,658

Shares redeemed

(326,059)

(286,001)

(6,629,520)

(4,986,007)

Net increase (decrease)

(64,147)

(124,344)

$ (1,087,390)

$ (2,133,559)

Class B

 

 

 

 

Shares sold

21,873

14,694

$ 464,854

$ 256,700

Reinvestment of distributions

4,142

3,302

81,975

56,465

Shares redeemed

(88,228)

(57,958)

(1,778,852)

(990,211)

Net increase (decrease)

(62,213)

(39,962)

$ (1,232,023)

$ (677,046)

Class C

 

 

 

 

Shares sold

128,685

430,838

$ 2,661,361

$ 7,671,593

Reinvestment of distributions

19,105

6,001

378,079

102,910

Shares redeemed

(308,659)

(101,847)

(6,253,765)

(1,759,170)

Net increase (decrease)

(160,869)

334,992

$ (3,214,325)

$ 6,015,333

International Small Cap

 

 

 

 

Shares sold

17,502,789

10,330,000

$ 375,309,666

$ 188,548,758

Reinvestment of distributions

1,321,812

888,440

27,110,370

15,725,385

Shares redeemed

(13,398,001)

(10,371,667)

(275,580,654)

(183,663,034)

Net increase (decrease)

5,426,600

846,773

$ 126,839,382

$ 20,611,109

Institutional Class

 

 

 

 

Shares sold

798,910

288,839

$ 17,190,303

$ 5,178,797

Reinvestment of distributions

5,609

2,890

115,044

51,087

Shares redeemed

(384,085)

(47,677)

(7,925,094)

(865,855)

Net increase (decrease)

420,434

244,052

$ 9,380,253

$ 4,364,029

Annual Report

Notes to Financial Statements - continued

13. 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, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in the net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions

The Board of Trustees of Advisor International Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/05/11

12/02/11

$0.196

$0.272

Institutional Class designates 25% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/10

$0.196

$0.0124

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Fund

dif31101

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Fund

dif31103

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

dif30550

AISCI-UANN-1211
1.793572.108

Fidelity®

International Small Cap Opportunities

Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of fund A

Fidelity® International Small Cap Opportunities Fund

1.10%

-4.09%

2.34%

A From August 2, 2005

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity® International Small Cap Opportunities Fund, a class of the fund, on August 2, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period.

dif31119

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity® International Small Cap Opportunities Fund: For the year, the fund's Retail Class shares returned 1.10%, versus -2.39% for the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Security selection in continental Europe - especially Finland and Germany - helped, as did out-of-index stock picking in the U.S. In emerging markets, my positioning in non-index Turkey and benchmark component South Africa hurt the most. Out-of-benchmark security selection in Canada also was negative. In terms of sectors, good security selection in industrials and consumer discretionary, along with a favorable stance in consumer staples and information technology, helped, while relatively weak stock picking in energy and positioning in utilities hurt. The top individual contributor was U.S.-based PriceSmart, a dominant warehouse club retailer in Central America. Railroad Kansas City Southern (U.S.), Aozora Bank (Japan) and seismic solutions business ION Geophysical (U.S.) also helped. On the negative side, the fund was hurt by Canadian energy firms Petrobank Energy & Resources, which I sold before period end, and Niko Resources. Italian asset manager Azimut Holding, the only index component I've mentioned, also hurt.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 872.10

$ 6.42

HypotheticalA

 

$ 1,000.00

$ 1,018.35

$ 6.92

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 871.10

$ 7.64

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.90

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

Class C

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.80

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

International Small Cap Opportunities

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 5.19

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 873.30

$ 5.05

HypotheticalA

 

$ 1,000.00

$ 1,019.81

$ 5.45

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 20.9%

 

dif30472

United Kingdom 16.7%

 

dif30474

United States of America 14.6%

 

dif30476

Canada 4.8%

 

dif30478

Brazil 4.7%

 

dif30480

Germany 4.3%

 

dif30482

France 3.8%

 

dif30484

Finland 2.4%

 

dif30486

South Africa 2.2%

 

dif30488

Other 25.6%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 20.2%

 

dif30472

United Kingdom 16.2%

 

dif30474

United States of America 12.4%

 

dif30476

Canada 4.9%

 

dif30478

Brazil 4.8%

 

dif30480

France 3.9%

 

dif30482

Germany 3.6%

 

dif30484

Netherlands 3.2%

 

dif30486

Finland 3.0%

 

dif30488

Other 27.8%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

97.9

98.4

Short-Term Investments and Net Other Assets

2.1

1.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.0

1.5

USS Co. Ltd. (Japan, Specialty Retail)

1.8

1.5

Osaka Securities Exchange Co. Ltd. (Japan, Diversified Financial Services)

1.6

1.3

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.6

1.3

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.2

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.4

1.0

Bank Sarasin & Co. Ltd. Series B (Reg.) (Switzerland, Capital Markets)

1.4

1.0

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.2

Outotec Oyj (Finland, Construction & Engineering)

1.3

1.3

Andritz AG (Austria, Machinery)

1.3

1.3

 

15.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

22.4

23.0

Consumer Discretionary

18.6

18.1

Financials

16.4

17.7

Materials

11.8

11.1

Consumer Staples

9.9

8.4

Information Technology

8.2

8.5

Health Care

5.8

5.6

Energy

4.8

5.6

Utilities

0.0

0.4

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 1.7%

MAp Group unit

1,015,958

$ 3,625,576

OZ Minerals Ltd.

138,943

1,668,695

Ramsay Health Care Ltd.

43,346

852,149

TOTAL AUSTRALIA

6,146,420

Austria - 1.9%

Andritz AG

52,800

4,678,667

Zumtobel AG

113,981

2,377,116

TOTAL AUSTRIA

7,055,783

Bailiwick of Guernsey - 0.7%

Resolution Ltd.

575,273

2,544,174

Bailiwick of Jersey - 1.6%

Informa PLC

485,236

2,828,012

Randgold Resources Ltd. sponsored ADR

27,300

2,991,261

TOTAL BAILIWICK OF JERSEY

5,819,273

Belgium - 1.2%

Gimv NV

34,800

1,779,502

Umicore SA

63,474

2,733,194

TOTAL BELGIUM

4,512,696

Bermuda - 1.3%

Aquarius Platinum Ltd. (Australia)

406,589

1,192,875

Lazard Ltd. Class A

34,899

954,139

Trinity Ltd.

2,952,000

2,675,575

TOTAL BERMUDA

4,822,589

Brazil - 4.7%

Arezzo Industria e Comercio SA

129,700

1,714,529

Banco ABC Brasil SA

260,300

1,735,636

Banco Pine SA

148,900

989,372

BR Malls Participacoes SA

83,500

902,006

Braskem SA Class A sponsored ADR (d)

217,200

3,918,288

Cia.Hering SA

39,600

884,382

Iguatemi Empresa de Shopping Centers SA

46,700

904,792

Multiplan Empreendimentos Imobiliarios SA

84,600

1,710,524

Odontoprev SA

131,500

2,069,142

Restoque Comercio e Confeccoes de Roupas SA

26,200

411,950

T4F Entretenimento SA

131,800

921,034

Totvs SA

58,800

975,891

TOTAL BRAZIL

17,137,546

Common Stocks - continued

Shares

Value

Canada - 4.8%

Agnico-Eagle Mines Ltd. (Canada)

40,760

$ 1,768,032

Eldorado Gold Corp.

127,800

2,401,258

Fairfax Financial Holdings Ltd. (sub. vtg.)

7,790

3,256,116

Niko Resources Ltd.

67,600

3,718,220

Open Text Corp. (a)

29,500

1,805,482

Pan American Silver Corp.

28,900

808,044

Petrominerales Ltd.

42,879

1,131,281

Quadra FNX Mining Ltd. (a)

75,200

867,533

TAG Oil Ltd. (a)

142,000

880,333

Tuscany International Drilling, Inc. (a)

1,139,200

777,104

TOTAL CANADA

17,413,403

Cayman Islands - 1.6%

China Lilang Ltd.

1,309,000

1,377,892

Intime Department Store Group Co. Ltd.

563,000

807,944

NVC Lighting Holdings Ltd.

4,329,000

1,879,620

Vantage Drilling Co. (a)

625,331

850,450

Wynn Macau Ltd.

337,200

944,793

TOTAL CAYMAN ISLANDS

5,860,699

Denmark - 0.8%

William Demant Holding A/S (a)

36,533

2,914,894

Finland - 2.4%

Metso Corp.

25,700

1,000,834

Nokian Tyres PLC

82,500

3,031,260

Outotec Oyj

100,200

4,684,164

TOTAL FINLAND

8,716,258

France - 3.8%

Audika SA

95,384

2,109,391

Laurent-Perrier Group

23,963

2,470,599

Remy Cointreau SA

38,298

3,148,236

Saft Groupe SA

92,419

2,813,770

Vetoquinol SA

28,212

929,994

Virbac SA

13,600

2,354,136

TOTAL FRANCE

13,826,126

Germany - 4.3%

alstria office REIT-AG

135,300

1,739,475

Bilfinger Berger AG

36,159

3,241,620

CompuGROUP Holding AG

67,000

862,308

CTS Eventim AG

137,426

4,550,148

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG (d)

30,537

$ 3,216,420

Software AG (Bearer)

50,281

2,088,908

TOTAL GERMANY

15,698,879

India - 0.5%

Apollo Tyres Ltd.

642,892

753,948

Jyothy Laboratories Ltd.

433,677

1,269,440

TOTAL INDIA

2,023,388

Ireland - 1.0%

James Hardie Industries NV:

CDI (a)

40,000

259,101

sponsored ADR (a)

102,775

3,332,993

TOTAL IRELAND

3,592,094

Israel - 1.0%

Azrieli Group

72,005

1,852,664

Ituran Location & Control Ltd.

140,286

1,867,207

TOTAL ISRAEL

3,719,871

Italy - 1.5%

Azimut Holding SpA

291,773

2,281,383

Interpump Group SpA

512,558

3,301,217

TOTAL ITALY

5,582,600

Japan - 20.9%

Air Water, Inc.

62,000

787,141

Aozora Bank Ltd. (d)

1,120,000

2,831,751

Asahi Co. Ltd. (d)

58,000

1,285,102

Autobacs Seven Co. Ltd.

83,300

3,814,879

Daikoku Denki Co. Ltd.

128,700

1,152,515

Daikokutenbussan Co. Ltd.

109,200

3,134,401

FCC Co. Ltd.

149,300

3,154,839

GCA Savvian Group Corp. (d)

1,109

1,298,210

Glory Ltd.

60,300

1,290,829

Goldcrest Co. Ltd.

60,400

1,108,271

Kamigumi Co. Ltd.

273,000

2,384,117

Kobayashi Pharmaceutical Co. Ltd.

116,700

5,785,472

Kyoto Kimono Yuzen Co. Ltd.

109,900

1,278,601

Meiko Network Japan Co. Ltd.

120,500

997,877

Miraial Co. Ltd.

39,200

609,201

Nabtesco Corp.

156,400

3,425,851

Nagaileben Co. Ltd.

89,400

1,232,168

Common Stocks - continued

Shares

Value

Japan - continued

Nihon M&A Center, Inc.

410

$ 2,314,525

Nihon Parkerizing Co. Ltd.

157,000

2,113,801

Nippon Seiki Co. Ltd.

186,000

1,868,967

Nippon Thompson Co. Ltd.

537,000

3,459,214

Obic Co. Ltd.

16,030

3,031,023

Osaka Securities Exchange Co. Ltd.

1,276

5,980,182

OSG Corp.

90,300

1,157,270

Seven Bank Ltd.

594

1,057,196

SHO-BOND Holdings Co. Ltd.

98,200

2,190,832

Shoei Co. Ltd.

80,300

540,394

The Nippon Synthetic Chemical Industry Co. Ltd.

323,000

1,794,495

Tsumura & Co.

82,900

2,331,871

Tsutsumi Jewelry Co. Ltd.

43,900

1,023,100

USS Co. Ltd.

80,540

6,659,028

Yamatake Corp.

56,000

1,239,082

Yamato Kogyo Co. Ltd.

161,700

4,090,648

TOTAL JAPAN

76,422,853

Korea (South) - 0.3%

NCsoft Corp.

3,895

1,219,916

Luxembourg - 0.5%

GlobeOp Financial Services SA

367,600

1,684,847

Netherlands - 1.6%

Aalberts Industries NV

177,200

3,137,680

ASM International NV unit

46,800

1,320,696

QIAGEN NV (a)(d)

109,200

1,504,776

TOTAL NETHERLANDS

5,963,152

Papua New Guinea - 0.3%

Oil Search Ltd.

143,966

982,258

Philippines - 0.4%

Jollibee Food Corp.

671,660

1,427,287

Portugal - 0.7%

Jeronimo Martins SGPS SA

146,700

2,537,727

Singapore - 0.3%

Wing Tai Holdings Ltd.

917,000

929,875

South Africa - 2.2%

African Rainbow Minerals Ltd.

101,600

2,348,131

City Lodge Hotels Ltd.

4,722

37,484

Clicks Group Ltd.

390,659

2,050,193

Common Stocks - continued

Shares

Value

South Africa - continued

JSE Ltd.

199,281

$ 1,764,735

Mr Price Group Ltd.

207,500

1,997,530

TOTAL SOUTH AFRICA

8,198,073

Spain - 1.5%

Grifols SA (a)

30,332

566,053

Prosegur Compania de Seguridad SA (Reg.)

101,209

5,049,276

TOTAL SPAIN

5,615,329

Sweden - 2.1%

Fagerhult AB

85,150

2,004,820

Intrum Justitia AB

186,000

3,059,797

Swedish Match Co.

78,600

2,719,844

TOTAL SWEDEN

7,784,461

Switzerland - 1.4%

Bank Sarasin & Co. Ltd. Series B (Reg.)

134,444

5,132,328

Turkey - 1.5%

Albaraka Turk Katilim Bankasi AS

1,505,000

1,591,602

Boyner Buyuk Magazacilik A/S (a)

547,451

919,513

Coca-Cola Icecek AS

211,000

2,863,848

TOTAL TURKEY

5,374,963

United Arab Emirates - 0.2%

Dubai Financial Market PJSC (a)

3,046,397

854,285

United Kingdom - 16.7%

AMEC PLC

116,340

1,731,592

Babcock International Group PLC

299,700

3,395,532

Bellway PLC

203,172

2,319,863

Britvic PLC

556,200

2,950,892

Dechra Pharmaceuticals PLC

247,100

1,947,192

Derwent London PLC

57,900

1,581,089

Great Portland Estates PLC

417,489

2,500,315

H&T Group PLC

336,803

1,684,521

InterContinental Hotel Group PLC ADR

113,600

2,099,328

Johnson Matthey PLC

105,089

3,175,588

Meggitt PLC

836,669

5,174,913

Micro Focus International PLC

291,800

1,593,650

Persimmon PLC

221,563

1,773,393

Rotork PLC

97,500

2,640,504

Serco Group PLC

450,476

3,763,546

Shaftesbury PLC

301,232

2,441,584

Common Stocks - continued

Shares

Value

United Kingdom - continued

Spectris PLC

124,487

$ 2,546,544

Spirax-Sarco Engineering PLC

174,230

5,374,172

Ted Baker PLC

139,000

1,724,051

Ultra Electronics Holdings PLC

101,869

2,608,106

Unite Group PLC

1,474,170

4,191,504

Victrex PLC

188,582

3,851,625

TOTAL UNITED KINGDOM

61,069,504

United States of America - 12.5%

ANSYS, Inc. (a)

19,285

1,048,333

Autoliv, Inc. (d)

54,900

3,171,573

Broadridge Financial Solutions, Inc.

48,705

1,083,686

Cymer, Inc. (a)

77,700

3,376,065

Dril-Quip, Inc. (a)

32,852

2,138,665

Evercore Partners, Inc. Class A

52,700

1,446,088

Greenhill & Co., Inc. (d)

21,295

804,525

ION Geophysical Corp. (a)

404,906

3,085,384

Juniper Networks, Inc. (a)

35,200

861,344

Kansas City Southern (a)

61,300

3,872,321

Lam Research Corp. (a)

32,003

1,375,809

Martin Marietta Materials, Inc. (d)

24,900

1,797,033

Mohawk Industries, Inc. (a)

86,000

4,527,900

Oceaneering International, Inc.

51,200

2,141,696

PriceSmart, Inc.

96,496

7,337,557

ResMed, Inc. (a)(d)

119,200

3,373,360

Solera Holdings, Inc.

46,600

2,545,758

Solutia, Inc. (a)

55,456

901,160

SS&C Technologies Holdings, Inc. (a)

55,600

881,816

TOTAL UNITED STATES OF AMERICA

45,770,073

TOTAL COMMON STOCKS

(Cost $305,074,765)


358,353,624

Money Market Funds - 6.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

8,835,562

$ 8,835,562

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

14,278,561

14,278,561

TOTAL MONEY MARKET FUNDS

(Cost $23,114,123)


23,114,123

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $328,188,888)

381,467,747

NET OTHER ASSETS (LIABILITIES) - (4.2)%

(15,231,283)

NET ASSETS - 100%

$ 366,236,464

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 13,915

Fidelity Securities Lending Cash Central Fund

208,963

Total

$ 222,878

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 76,422,853

$ -

$ 76,422,853

$ -

United Kingdom

61,069,504

61,069,504

-

-

United States of America

45,770,073

45,770,073

-

-

Canada

17,413,403

17,413,403

-

-

Brazil

17,137,546

17,137,546

-

-

Germany

15,698,879

15,698,879

-

-

France

13,826,126

13,826,126

-

-

Finland

8,716,258

8,716,258

-

-

South Africa

8,198,073

8,198,073

-

-

Other

94,100,909

73,661,252

20,439,657

-

Money Market Funds

23,114,123

23,114,123

-

-

Total Investments in Securities:

$ 381,467,747

$ 284,605,237

$ 96,862,510

$ -

Transfers from Level 1 to Level 2 during the period were $99,465,787.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $368,117,127 of which $37,615,219 and $330,501,908 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $13,325,034) - See accompanying schedule:

Unaffiliated issuers (cost $305,074,765)

$ 358,353,624

 

Fidelity Central Funds (cost $23,114,123)

23,114,123

 

Total Investments (cost $328,188,888)

 

$ 381,467,747

Foreign currency held at value (cost $99,744)

99,510

Receivable for investments sold

195,546

Receivable for fund shares sold

166,806

Dividends receivable

961,741

Distributions receivable from Fidelity Central Funds

3,492

Prepaid expenses

1,455

Other receivables

12,370

Total assets

382,908,667

 

 

 

Liabilities

Payable for investments purchased

$ 1,485,984

Payable for fund shares redeemed

489,719

Accrued management fee

235,802

Distribution and service plan fees payable

14,845

Other affiliated payables

105,135

Other payables and accrued expenses

62,157

Collateral on securities loaned, at value

14,278,561

Total liabilities

16,672,203

 

 

 

Net Assets

$ 366,236,464

Net Assets consist of:

 

Paid in capital

$ 678,939,230

Undistributed net investment income

4,428,178

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(370,400,713)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

53,269,769

Net Assets

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 

Class A:
Net Asset Value
and redemption price per share ($18,686,336 ÷ 1,916,318 shares)

$ 9.75

 

 

 

Maximum offering price per share (100/94.25 of $9.75)

$ 10.34

Class T:
Net Asset Value
and redemption price per share ($8,700,526 ÷ 900,706 shares)

$ 9.66

 

 

 

Maximum offering price per share (100/96.50 of $9.66)

$ 10.01

Class B:
Net Asset Value
and offering price per share ($2,292,585 ÷ 241,853 shares)A

$ 9.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,899,707 ÷ 728,884 shares)A

$ 9.47

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($328,261,845 ÷ 33,341,584 shares)

$ 9.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,395,465 ÷ 141,546 shares)

$ 9.86

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 9,529,575

Special dividends

 

2,725,226

Income from Fidelity Central Funds

 

222,878

Income before foreign taxes withheld

 

12,477,679

Less foreign taxes withheld

 

(650,585)

Total income

 

11,827,094

 

 

 

Expenses

Management fee
Basic fee

$ 3,680,170

Performance adjustment

(837,875)

Transfer agent fees

1,267,212

Distribution and service plan fees

216,627

Accounting and security lending fees

225,859

Custodian fees and expenses

123,008

Independent trustees' compensation

2,387

Registration fees

82,117

Audit

71,269

Legal

1,734

Miscellaneous

4,640

Total expenses before reductions

4,837,148

Expense reductions

(53,631)

4,783,517

Net investment income (loss)

7,043,577

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

54,342,117

Foreign currency transactions

(320,338)

Total net realized gain (loss)

 

54,021,779

Change in net unrealized appreciation (depreciation) on:

Investment securities

(52,211,455)

Assets and liabilities in foreign currencies

(51,097)

Total change in net unrealized appreciation (depreciation)

 

(52,262,552)

Net gain (loss)

1,759,227

Net increase (decrease) in net assets resulting from operations

$ 8,802,804

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,043,577

$ 3,674,101

Net realized gain (loss)

54,021,779

58,487,523

Change in net unrealized appreciation (depreciation)

(52,262,552)

25,253,733

Net increase (decrease) in net assets resulting
from operations

8,802,804

87,415,357

Distributions to shareholders from net investment income

(6,223,295)

(3,861,178)

Distributions to shareholders from net realized gain

(1,761,993)

(4,067,493)

Total distributions

(7,985,288)

(7,928,671)

Share transactions - net increase (decrease)

(78,669,716)

(8,820,184)

Redemption fees

71,408

60,781

Total increase (decrease) in net assets

(77,780,792)

70,727,283

 

 

 

Net Assets

Beginning of period

444,017,256

373,289,973

End of period (including undistributed net investment income of $4,428,178 and undistributed net investment income of $3,575,839, respectively)

$ 366,236,464

$ 444,017,256

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.82

$ 8.07

$ 6.24

$ 18.97

$ 14.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15 F

  .06

  .06

  .02

  .02

Net realized and unrealized gain (loss)

  (.07)

  1.85

  1.77

  (10.85)

  4.76

Total from investment operations

  .08

  1.91

  1.83

  (10.83)

  4.78

Distributions from net investment income

  (.11)

  (.07)

  -

  (.03)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.15)

  (.16)

  -

  (1.90) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Total ReturnA, B

  .81%

  24.05%

  29.33%

  (62.98)%

  33.78%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.34%

  1.16%

  .94%

  1.75%

  1.63%

Expenses net of fee waivers, if any

  1.33%

  1.16%

  .94%

  1.66%

  1.63%

Expenses net of all reductions

  1.32%

  1.15%

  .89%

  1.62%

  1.59%

Net investment income (loss)

  1.44% F

  .74%

  1.00%

  .13%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,686

$ 20,228

$ 18,883

$ 17,905

$ 70,785

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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.

I Total distributions of $1.90 per share is comprised of distributions from net investment income of $.025 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.72

$ 8.00

$ 6.20

$ 18.85

$ 14.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .12 F

  .04

  .05

  (.02)

  (.02)

Net realized and unrealized gain (loss)

  (.06)

  1.83

  1.75

  (10.78)

  4.74

Total from investment operations

  .06

  1.87

  1.80

  (10.80)

  4.72

Distributions from net investment income

  (.08)

  (.06)

  -

  -

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.85)

  -

Total distributions

  (.12)

  (.15)

  -

  (1.85) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Total Return A, B

  .60%

  23.65%

  29.03%

  (63.08)%

  33.50%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.60%

  1.43%

  1.20%

  2.00%

  1.85%

Expenses net of fee waivers, if any

  1.60%

  1.43%

  1.20%

  1.91%

  1.85%

Expenses net of all reductions

  1.59%

  1.41%

  1.15%

  1.87%

  1.81%

Net investment income (loss)

  1.17% F

  .48%

  .74%

  (.12)%

  (.13)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,701

$ 11,202

$ 11,915

$ 11,614

$ 46,568

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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.

I Total distributions of $1.85 per share is comprised of distributions from net realized gain of $1.852 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.54

$ 7.87

$ 6.12

$ 18.64

$ 14.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.68)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.76)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.76)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.76) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Total Return A, B

  .10%

  23.03%

  28.59%

  (63.32)%

  32.76%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.69%

  2.51%

  2.40%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.69%

  2.41%

  2.40%

Expenses net of all reductions

  2.07%

  1.90%

  1.64%

  2.38%

  2.36%

Net investment income (loss)

  .68% F

  (.01)%

  .25%

  (.62)%

  (.67)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,293

$ 2,902

$ 2,799

$ 2,687

$ 10,975

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.76 per share is comprised of distributions from net realized gain of $1.760 per share.

J Total distribution of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.53

$ 7.86

$ 6.11

$ 18.63

$ 14.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.66)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.74)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.78)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.78) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Total Return A, B

  .10%

  23.06%

  28.64%

  (63.32)%

  32.79%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.68%

  2.51%

  2.38%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.68%

  2.41%

  2.38%

Expenses net of all reductions

  2.07%

  1.90%

  1.63%

  2.38%

  2.34%

Net investment income (loss)

  .68% F

  (.01)%

  .26%

  (.62)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,900

$ 8,936

$ 8,543

$ 9,497

$ 40,894

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.78 per share is comprised of distributions from net realized gain of $1.775 per share.

J Total distributions of $.07 per share is comprised of distribution from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.92

$ 8.14

$ 6.28

$ 19.09

$ 14.23

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17 E

  .09

  .08

  .05

  .07

Net realized and unrealized gain (loss)

  (.06)

  1.87

  1.78

  (10.92)

  4.78

Total from investment operations

  .11

  1.96

  1.86

  (10.87)

  4.85

Distributions from net investment income

  (.14)

  (.09)

  - G

  (.06)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.18)

  (.18)

  - G

  (1.94) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Total Return A

  1.10%

  24.43%

  29.68%

  (62.91)%

  34.15%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of fee waivers, if any

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of all reductions

  1.06%

  .89%

  .64%

  1.40%

  1.25%

Net investment income (loss)

  1.69% E

  1.00%

  1.25%

  .36%

  .43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 328,262

$ 398,331

$ 329,128

$ 312,376

$ 1,433,844

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.94 per share is comprised of distributions from net investment income of $.064 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.93

$ 8.14

$ 6.27

$ 19.09

$ 14.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18 E

  .09

  .08

  .05

  .08

Net realized and unrealized gain (loss)

  (.06)

  1.86

  1.79

  (10.92)

  4.78

Total from investment operations

  .12

  1.95

  1.87

  (10.87)

  4.86

Distributions from net investment income

  (.15)

  (.07)

  - G

  (.07)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.19)

  (.16)

  - G

  (1.95) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Total Return A

  1.13%

  24.33%

  29.87%

  (62.95)%

  34.25%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of fee waivers, if any

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of all reductions

  1.02%

  .88%

  .64%

  1.37%

  1.25%

Net investment income (loss)

  1.74% E

  1.01%

  1.25%

  .39%

  .44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,395

$ 2,418

$ 2,022

$ 8,117

$ 27,609

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.95 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap Opportunities 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 73,513,976

Gross unrealized depreciation

(22,795,694)

Net unrealized appreciation (depreciation) on securities and other investments

$ 50,718,282

 

 

Tax Cost

$ 330,749,465

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,705,169

Capital loss carryforward

$ (368,117,127)

Net unrealized appreciation (depreciation)

$ 50,709,192

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 7,985,288

$ 7,928,671

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 Days are subject to a redemption fee equal to 2.00% 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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

Notes to Financial Statements - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $100,138,660 and $177,442,934, 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 .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Small Cap Opportunities as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .66% 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%

$ 51,958

$ 413

Class T

.25%

.25%

53,522

308

Class B

.75%

.25%

27,423

20,595

Class C

.75%

.25%

83,724

6,165

 

 

 

$ 216,627

$ 27,481

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual 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

$ 8,326

Class T

2,104

Class B*

5,991

Class C*

326

 

$ 16,747

* 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

$ 62,852

.30

Class T

33,760

.32

Class B

8,293

.30

Class C

25,383

.30

International Small Cap Opportunities

1,132,318

.29

Institutional Class

4,606

.25

 

$ 1,267,212

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,185 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $1,348 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 $208,963. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $5,729.

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 $47,857 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 expenses by $45.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 234,699

$ 167,529

Class T

95,132

81,809

Class B

17,225

11,651

Class C

53,555

35,378

International Small Cap Opportunities

5,789,167

3,548,259

Institutional Class

33,517

16,552

Total

$ 6,223,295

$ 3,861,178

From net realized gain

 

 

Class A

$ 81,710

$ 203,751

Class T

45,784

126,944

Class B

4,543

31,778

Class C

13,930

96,486

International Small Cap Opportunities

1,606,951

3,588,127

Institutional Class

9,075

20,407

Total

$ 1,761,993

$ 4,067,493

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

414,528

502,676

$ 4,258,719

$ 4,331,157

Reinvestment of distributions

27,655

39,668

279,266

334,402

Shares redeemed

(586,134)

(821,208)

(5,964,528)

(7,086,973)

Net increase (decrease)

(143,951)

(278,864)

$ (1,426,543)

$ (2,421,414)

Class T

 

 

 

 

Shares sold

106,538

202,721

$ 1,079,217

$ 1,752,774

Reinvestment of distributions

13,404

24,207

134,702

202,613

Shares redeemed

(371,432)

(563,942)

(3,710,229)

(4,787,797)

Net increase (decrease)

(251,490)

(337,014)

$ (2,496,310)

$ (2,832,410)

Class B

 

 

 

 

Shares sold

6,900

33,509

$ 67,544

$ 282,738

Reinvestment of distributions

1,989

4,957

19,877

40,893

Shares redeemed

(71,270)

(89,943)

(711,316)

(751,714)

Net increase (decrease)

(62,381)

(51,477)

$ (623,895)

$ (428,083)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

80,402

138,774

$ 802,688

$ 1,172,961

Reinvestment of distributions

5,984

13,874

59,727

114,325

Shares redeemed

(295,393)

(301,965)

(2,919,335)

(2,545,004)

Net increase (decrease)

(209,007)

(149,317)

$ (2,056,920)

$ (1,257,718)

International Small Cap Opportunities

 

 

 

 

Shares sold

4,054,816

11,750,215

$ 41,630,046

$ 101,991,968

Reinvestment of distributions

693,159

792,800

7,035,420

6,738,804

Shares redeemed

(11,579,067)

(12,779,026)

(119,651,010)

(110,633,144)

Net increase (decrease)

(6,831,092)

(236,011)

$ (70,985,544)

$ (1,902,372)

Institutional Class

 

 

 

 

Shares sold

36,278

111,833

$ 362,488

$ 1,028,388

Reinvestment of distributions

3,294

3,263

33,471

27,765

Shares redeemed

(141,623)

(119,898)

(1,476,463)

(1,034,340)

Net increase (decrease)

(102,051)

(4,802)

$ (1,080,504)

$ 21,813

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of International Small Cap Opportunities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

International Small Cap Opportunities

12/05/11

12/02/11

$0.138

$0.01

International Small Cap Opportunities designates 76% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Small Cap Opportunities

12/06/10

$0.107

$0.0076

 

12/31/10

$0.046

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Opportunities Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31143

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one-year period and the fourth quartile for the three- and five-year periods. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31145

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

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(Hong Kong) Limited

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(Japan) Inc.

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(U.K.) Inc.

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Fidelity Advisor®

International Small Cap Opportunities

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® International
Small Cap Opportunities Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-4.99%

-5.47%

1.10%

  Class T (incl. 3.50% sales charge)

-2.92%

-5.25%

1.21%

  Class B (incl. contingent deferred sales charge) B

-4.87%

-5.40%

1.28%

  Class C (incl. contingent deferred sales charge) C

-0.90%

-5.05%

1.28%

A From August 2, 2005.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Opportunities Fund - Class A on August 2, 2005, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period.

dif31159

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Small Cap Opportunities Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 0.81%, 0.60%, 0.10% and 0.10%, respectively (excluding sales charges), versus -2.39% for the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Security selection in continental Europe - especially Finland and Germany - helped, as did out-of-index stock picking in the U.S. In emerging markets, my positioning in non-index Turkey and benchmark component South Africa hurt the most. Out-of-benchmark security selection in Canada also was negative. In terms of sectors, good security selection in industrials and consumer discretionary, along with a favorable stance in consumer staples and information technology, helped, while relatively weak stock picking in energy and positioning in utilities hurt. The top individual contributor was U.S.-based PriceSmart, a dominant warehouse club retailer in Central America. Railroad Kansas City Southern (U.S.), Aozora Bank (Japan) and seismic solutions business ION Geophysical (U.S.) also helped. On the negative side, the fund was hurt by Canadian energy firms Petrobank Energy & Resources, which I sold before period end, and Niko Resources. Italian asset manager Azimut Holdings, the only index component I've mentioned, also hurt.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 872.10

$ 6.42

HypotheticalA

 

$ 1,000.00

$ 1,018.35

$ 6.92

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 871.10

$ 7.64

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.90

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

Class C

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.80

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

International Small Cap Opportunities

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 5.19

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 873.30

$ 5.05

HypotheticalA

 

$ 1,000.00

$ 1,019.81

$ 5.45

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 20.9%

 

dif30472

United Kingdom 16.7%

 

dif30474

United States of America 14.6%

 

dif30476

Canada 4.8%

 

dif30478

Brazil 4.7%

 

dif30480

Germany 4.3%

 

dif30482

France 3.8%

 

dif30484

Finland 2.4%

 

dif30486

South Africa 2.2%

 

dif30488

Other 25.6%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 20.2%

 

dif30472

United Kingdom 16.2%

 

dif31174

United States of America 12.4%

 

dif30476

Canada 4.9%

 

dif30478

Brazil 4.8%

 

dif30480

France 3.9%

 

dif30482

Germany 3.6%

 

dif30484

Netherlands 3.2%

 

dif30486

Finland 3.0%

 

dif30488

Other 27.8%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

97.9

98.4

Short-Term Investments and Net Other Assets

2.1

1.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.0

1.5

USS Co. Ltd. (Japan, Specialty Retail)

1.8

1.5

Osaka Securities Exchange Co. Ltd. (Japan, Diversified Financial Services)

1.6

1.3

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.6

1.3

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.2

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.4

1.0

Bank Sarasin & Co. Ltd. Series B (Reg.) (Switzerland, Capital Markets)

1.4

1.0

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.2

Outotec Oyj (Finland, Construction & Engineering)

1.3

1.3

Andritz AG (Austria, Machinery)

1.3

1.3

 

15.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

22.4

23.0

Consumer Discretionary

18.6

18.1

Financials

16.4

17.7

Materials

11.8

11.1

Consumer Staples

9.9

8.4

Information Technology

8.2

8.5

Health Care

5.8

5.6

Energy

4.8

5.6

Utilities

0.0

0.4

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 1.7%

MAp Group unit

1,015,958

$ 3,625,576

OZ Minerals Ltd.

138,943

1,668,695

Ramsay Health Care Ltd.

43,346

852,149

TOTAL AUSTRALIA

6,146,420

Austria - 1.9%

Andritz AG

52,800

4,678,667

Zumtobel AG

113,981

2,377,116

TOTAL AUSTRIA

7,055,783

Bailiwick of Guernsey - 0.7%

Resolution Ltd.

575,273

2,544,174

Bailiwick of Jersey - 1.6%

Informa PLC

485,236

2,828,012

Randgold Resources Ltd. sponsored ADR

27,300

2,991,261

TOTAL BAILIWICK OF JERSEY

5,819,273

Belgium - 1.2%

Gimv NV

34,800

1,779,502

Umicore SA

63,474

2,733,194

TOTAL BELGIUM

4,512,696

Bermuda - 1.3%

Aquarius Platinum Ltd. (Australia)

406,589

1,192,875

Lazard Ltd. Class A

34,899

954,139

Trinity Ltd.

2,952,000

2,675,575

TOTAL BERMUDA

4,822,589

Brazil - 4.7%

Arezzo Industria e Comercio SA

129,700

1,714,529

Banco ABC Brasil SA

260,300

1,735,636

Banco Pine SA

148,900

989,372

BR Malls Participacoes SA

83,500

902,006

Braskem SA Class A sponsored ADR (d)

217,200

3,918,288

Cia.Hering SA

39,600

884,382

Iguatemi Empresa de Shopping Centers SA

46,700

904,792

Multiplan Empreendimentos Imobiliarios SA

84,600

1,710,524

Odontoprev SA

131,500

2,069,142

Restoque Comercio e Confeccoes de Roupas SA

26,200

411,950

T4F Entretenimento SA

131,800

921,034

Totvs SA

58,800

975,891

TOTAL BRAZIL

17,137,546

Common Stocks - continued

Shares

Value

Canada - 4.8%

Agnico-Eagle Mines Ltd. (Canada)

40,760

$ 1,768,032

Eldorado Gold Corp.

127,800

2,401,258

Fairfax Financial Holdings Ltd. (sub. vtg.)

7,790

3,256,116

Niko Resources Ltd.

67,600

3,718,220

Open Text Corp. (a)

29,500

1,805,482

Pan American Silver Corp.

28,900

808,044

Petrominerales Ltd.

42,879

1,131,281

Quadra FNX Mining Ltd. (a)

75,200

867,533

TAG Oil Ltd. (a)

142,000

880,333

Tuscany International Drilling, Inc. (a)

1,139,200

777,104

TOTAL CANADA

17,413,403

Cayman Islands - 1.6%

China Lilang Ltd.

1,309,000

1,377,892

Intime Department Store Group Co. Ltd.

563,000

807,944

NVC Lighting Holdings Ltd.

4,329,000

1,879,620

Vantage Drilling Co. (a)

625,331

850,450

Wynn Macau Ltd.

337,200

944,793

TOTAL CAYMAN ISLANDS

5,860,699

Denmark - 0.8%

William Demant Holding A/S (a)

36,533

2,914,894

Finland - 2.4%

Metso Corp.

25,700

1,000,834

Nokian Tyres PLC

82,500

3,031,260

Outotec Oyj

100,200

4,684,164

TOTAL FINLAND

8,716,258

France - 3.8%

Audika SA

95,384

2,109,391

Laurent-Perrier Group

23,963

2,470,599

Remy Cointreau SA

38,298

3,148,236

Saft Groupe SA

92,419

2,813,770

Vetoquinol SA

28,212

929,994

Virbac SA

13,600

2,354,136

TOTAL FRANCE

13,826,126

Germany - 4.3%

alstria office REIT-AG

135,300

1,739,475

Bilfinger Berger AG

36,159

3,241,620

CompuGROUP Holding AG

67,000

862,308

CTS Eventim AG

137,426

4,550,148

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG (d)

30,537

$ 3,216,420

Software AG (Bearer)

50,281

2,088,908

TOTAL GERMANY

15,698,879

India - 0.5%

Apollo Tyres Ltd.

642,892

753,948

Jyothy Laboratories Ltd.

433,677

1,269,440

TOTAL INDIA

2,023,388

Ireland - 1.0%

James Hardie Industries NV:

CDI (a)

40,000

259,101

sponsored ADR (a)

102,775

3,332,993

TOTAL IRELAND

3,592,094

Israel - 1.0%

Azrieli Group

72,005

1,852,664

Ituran Location & Control Ltd.

140,286

1,867,207

TOTAL ISRAEL

3,719,871

Italy - 1.5%

Azimut Holding SpA

291,773

2,281,383

Interpump Group SpA

512,558

3,301,217

TOTAL ITALY

5,582,600

Japan - 20.9%

Air Water, Inc.

62,000

787,141

Aozora Bank Ltd. (d)

1,120,000

2,831,751

Asahi Co. Ltd. (d)

58,000

1,285,102

Autobacs Seven Co. Ltd.

83,300

3,814,879

Daikoku Denki Co. Ltd.

128,700

1,152,515

Daikokutenbussan Co. Ltd.

109,200

3,134,401

FCC Co. Ltd.

149,300

3,154,839

GCA Savvian Group Corp. (d)

1,109

1,298,210

Glory Ltd.

60,300

1,290,829

Goldcrest Co. Ltd.

60,400

1,108,271

Kamigumi Co. Ltd.

273,000

2,384,117

Kobayashi Pharmaceutical Co. Ltd.

116,700

5,785,472

Kyoto Kimono Yuzen Co. Ltd.

109,900

1,278,601

Meiko Network Japan Co. Ltd.

120,500

997,877

Miraial Co. Ltd.

39,200

609,201

Nabtesco Corp.

156,400

3,425,851

Nagaileben Co. Ltd.

89,400

1,232,168

Common Stocks - continued

Shares

Value

Japan - continued

Nihon M&A Center, Inc.

410

$ 2,314,525

Nihon Parkerizing Co. Ltd.

157,000

2,113,801

Nippon Seiki Co. Ltd.

186,000

1,868,967

Nippon Thompson Co. Ltd.

537,000

3,459,214

Obic Co. Ltd.

16,030

3,031,023

Osaka Securities Exchange Co. Ltd.

1,276

5,980,182

OSG Corp.

90,300

1,157,270

Seven Bank Ltd.

594

1,057,196

SHO-BOND Holdings Co. Ltd.

98,200

2,190,832

Shoei Co. Ltd.

80,300

540,394

The Nippon Synthetic Chemical Industry Co. Ltd.

323,000

1,794,495

Tsumura & Co.

82,900

2,331,871

Tsutsumi Jewelry Co. Ltd.

43,900

1,023,100

USS Co. Ltd.

80,540

6,659,028

Yamatake Corp.

56,000

1,239,082

Yamato Kogyo Co. Ltd.

161,700

4,090,648

TOTAL JAPAN

76,422,853

Korea (South) - 0.3%

NCsoft Corp.

3,895

1,219,916

Luxembourg - 0.5%

GlobeOp Financial Services SA

367,600

1,684,847

Netherlands - 1.6%

Aalberts Industries NV

177,200

3,137,680

ASM International NV unit

46,800

1,320,696

QIAGEN NV (a)(d)

109,200

1,504,776

TOTAL NETHERLANDS

5,963,152

Papua New Guinea - 0.3%

Oil Search Ltd.

143,966

982,258

Philippines - 0.4%

Jollibee Food Corp.

671,660

1,427,287

Portugal - 0.7%

Jeronimo Martins SGPS SA

146,700

2,537,727

Singapore - 0.3%

Wing Tai Holdings Ltd.

917,000

929,875

South Africa - 2.2%

African Rainbow Minerals Ltd.

101,600

2,348,131

City Lodge Hotels Ltd.

4,722

37,484

Clicks Group Ltd.

390,659

2,050,193

Common Stocks - continued

Shares

Value

South Africa - continued

JSE Ltd.

199,281

$ 1,764,735

Mr Price Group Ltd.

207,500

1,997,530

TOTAL SOUTH AFRICA

8,198,073

Spain - 1.5%

Grifols SA (a)

30,332

566,053

Prosegur Compania de Seguridad SA (Reg.)

101,209

5,049,276

TOTAL SPAIN

5,615,329

Sweden - 2.1%

Fagerhult AB

85,150

2,004,820

Intrum Justitia AB

186,000

3,059,797

Swedish Match Co.

78,600

2,719,844

TOTAL SWEDEN

7,784,461

Switzerland - 1.4%

Bank Sarasin & Co. Ltd. Series B (Reg.)

134,444

5,132,328

Turkey - 1.5%

Albaraka Turk Katilim Bankasi AS

1,505,000

1,591,602

Boyner Buyuk Magazacilik A/S (a)

547,451

919,513

Coca-Cola Icecek AS

211,000

2,863,848

TOTAL TURKEY

5,374,963

United Arab Emirates - 0.2%

Dubai Financial Market PJSC (a)

3,046,397

854,285

United Kingdom - 16.7%

AMEC PLC

116,340

1,731,592

Babcock International Group PLC

299,700

3,395,532

Bellway PLC

203,172

2,319,863

Britvic PLC

556,200

2,950,892

Dechra Pharmaceuticals PLC

247,100

1,947,192

Derwent London PLC

57,900

1,581,089

Great Portland Estates PLC

417,489

2,500,315

H&T Group PLC

336,803

1,684,521

InterContinental Hotel Group PLC ADR

113,600

2,099,328

Johnson Matthey PLC

105,089

3,175,588

Meggitt PLC

836,669

5,174,913

Micro Focus International PLC

291,800

1,593,650

Persimmon PLC

221,563

1,773,393

Rotork PLC

97,500

2,640,504

Serco Group PLC

450,476

3,763,546

Shaftesbury PLC

301,232

2,441,584

Common Stocks - continued

Shares

Value

United Kingdom - continued

Spectris PLC

124,487

$ 2,546,544

Spirax-Sarco Engineering PLC

174,230

5,374,172

Ted Baker PLC

139,000

1,724,051

Ultra Electronics Holdings PLC

101,869

2,608,106

Unite Group PLC

1,474,170

4,191,504

Victrex PLC

188,582

3,851,625

TOTAL UNITED KINGDOM

61,069,504

United States of America - 12.5%

ANSYS, Inc. (a)

19,285

1,048,333

Autoliv, Inc. (d)

54,900

3,171,573

Broadridge Financial Solutions, Inc.

48,705

1,083,686

Cymer, Inc. (a)

77,700

3,376,065

Dril-Quip, Inc. (a)

32,852

2,138,665

Evercore Partners, Inc. Class A

52,700

1,446,088

Greenhill & Co., Inc. (d)

21,295

804,525

ION Geophysical Corp. (a)

404,906

3,085,384

Juniper Networks, Inc. (a)

35,200

861,344

Kansas City Southern (a)

61,300

3,872,321

Lam Research Corp. (a)

32,003

1,375,809

Martin Marietta Materials, Inc. (d)

24,900

1,797,033

Mohawk Industries, Inc. (a)

86,000

4,527,900

Oceaneering International, Inc.

51,200

2,141,696

PriceSmart, Inc.

96,496

7,337,557

ResMed, Inc. (a)(d)

119,200

3,373,360

Solera Holdings, Inc.

46,600

2,545,758

Solutia, Inc. (a)

55,456

901,160

SS&C Technologies Holdings, Inc. (a)

55,600

881,816

TOTAL UNITED STATES OF AMERICA

45,770,073

TOTAL COMMON STOCKS

(Cost $305,074,765)


358,353,624

Money Market Funds - 6.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

8,835,562

$ 8,835,562

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

14,278,561

14,278,561

TOTAL MONEY MARKET FUNDS

(Cost $23,114,123)


23,114,123

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $328,188,888)

381,467,747

NET OTHER ASSETS (LIABILITIES) - (4.2)%

(15,231,283)

NET ASSETS - 100%

$ 366,236,464

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 13,915

Fidelity Securities Lending Cash Central Fund

208,963

Total

$ 222,878

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 76,422,853

$ -

$ 76,422,853

$ -

United Kingdom

61,069,504

61,069,504

-

-

United States of America

45,770,073

45,770,073

-

-

Canada

17,413,403

17,413,403

-

-

Brazil

17,137,546

17,137,546

-

-

Germany

15,698,879

15,698,879

-

-

France

13,826,126

13,826,126

-

-

Finland

8,716,258

8,716,258

-

-

South Africa

8,198,073

8,198,073

-

-

Other

94,100,909

73,661,252

20,439,657

-

Money Market Funds

23,114,123

23,114,123

-

-

Total Investments in Securities:

$ 381,467,747

$ 284,605,237

$ 96,862,510

$ -

Transfers from Level 1 to Level 2 during the period were $99,465,787.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $368,117,127 of which $37,615,219 and $330,501,908 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $13,325,034) - See accompanying schedule:

Unaffiliated issuers (cost $305,074,765)

$ 358,353,624

 

Fidelity Central Funds (cost $23,114,123)

23,114,123

 

Total Investments (cost $328,188,888)

 

$ 381,467,747

Foreign currency held at value (cost $99,744)

99,510

Receivable for investments sold

195,546

Receivable for fund shares sold

166,806

Dividends receivable

961,741

Distributions receivable from Fidelity Central Funds

3,492

Prepaid expenses

1,455

Other receivables

12,370

Total assets

382,908,667

 

 

 

Liabilities

Payable for investments purchased

$ 1,485,984

Payable for fund shares redeemed

489,719

Accrued management fee

235,802

Distribution and service plan fees payable

14,845

Other affiliated payables

105,135

Other payables and accrued expenses

62,157

Collateral on securities loaned, at value

14,278,561

Total liabilities

16,672,203

 

 

 

Net Assets

$ 366,236,464

Net Assets consist of:

 

Paid in capital

$ 678,939,230

Undistributed net investment income

4,428,178

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(370,400,713)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

53,269,769

Net Assets

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 

Class A:
Net Asset Value
and redemption price per share ($18,686,336 ÷ 1,916,318 shares)

$ 9.75

 

 

 

Maximum offering price per share (100/94.25 of $9.75)

$ 10.34

Class T:
Net Asset Value
and redemption price per share ($8,700,526 ÷ 900,706 shares)

$ 9.66

 

 

 

Maximum offering price per share (100/96.50 of $9.66)

$ 10.01

Class B:
Net Asset Value
and offering price per share ($2,292,585 ÷ 241,853 shares)A

$ 9.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,899,707 ÷ 728,884 shares)A

$ 9.47

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($328,261,845 ÷ 33,341,584 shares)

$ 9.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,395,465 ÷ 141,546 shares)

$ 9.86

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 9,529,575

Special dividends

 

2,725,226

Income from Fidelity Central Funds

 

222,878

Income before foreign taxes withheld

 

12,477,679

Less foreign taxes withheld

 

(650,585)

Total income

 

11,827,094

 

 

 

Expenses

Management fee
Basic fee

$ 3,680,170

Performance adjustment

(837,875)

Transfer agent fees

1,267,212

Distribution and service plan fees

216,627

Accounting and security lending fees

225,859

Custodian fees and expenses

123,008

Independent trustees' compensation

2,387

Registration fees

82,117

Audit

71,269

Legal

1,734

Miscellaneous

4,640

Total expenses before reductions

4,837,148

Expense reductions

(53,631)

4,783,517

Net investment income (loss)

7,043,577

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

54,342,117

Foreign currency transactions

(320,338)

Total net realized gain (loss)

 

54,021,779

Change in net unrealized appreciation (depreciation) on:

Investment securities

(52,211,455)

Assets and liabilities in foreign currencies

(51,097)

Total change in net unrealized appreciation (depreciation)

 

(52,262,552)

Net gain (loss)

1,759,227

Net increase (decrease) in net assets resulting from operations

$ 8,802,804

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,043,577

$ 3,674,101

Net realized gain (loss)

54,021,779

58,487,523

Change in net unrealized appreciation (depreciation)

(52,262,552)

25,253,733

Net increase (decrease) in net assets resulting
from operations

8,802,804

87,415,357

Distributions to shareholders from net investment income

(6,223,295)

(3,861,178)

Distributions to shareholders from net realized gain

(1,761,993)

(4,067,493)

Total distributions

(7,985,288)

(7,928,671)

Share transactions - net increase (decrease)

(78,669,716)

(8,820,184)

Redemption fees

71,408

60,781

Total increase (decrease) in net assets

(77,780,792)

70,727,283

 

 

 

Net Assets

Beginning of period

444,017,256

373,289,973

End of period (including undistributed net investment income of $4,428,178 and undistributed net investment income of $3,575,839, respectively)

$ 366,236,464

$ 444,017,256

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.82

$ 8.07

$ 6.24

$ 18.97

$ 14.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15 F

  .06

  .06

  .02

  .02

Net realized and unrealized gain (loss)

  (.07)

  1.85

  1.77

  (10.85)

  4.76

Total from investment operations

  .08

  1.91

  1.83

  (10.83)

  4.78

Distributions from net investment income

  (.11)

  (.07)

  -

  (.03)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.15)

  (.16)

  -

  (1.90) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Total ReturnA, B

  .81%

  24.05%

  29.33%

  (62.98)%

  33.78%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.34%

  1.16%

  .94%

  1.75%

  1.63%

Expenses net of fee waivers, if any

  1.33%

  1.16%

  .94%

  1.66%

  1.63%

Expenses net of all reductions

  1.32%

  1.15%

  .89%

  1.62%

  1.59%

Net investment income (loss)

  1.44% F

  .74%

  1.00%

  .13%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,686

$ 20,228

$ 18,883

$ 17,905

$ 70,785

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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.

I Total distributions of $1.90 per share is comprised of distributions from net investment income of $.025 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.72

$ 8.00

$ 6.20

$ 18.85

$ 14.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .12 F

  .04

  .05

  (.02)

  (.02)

Net realized and unrealized gain (loss)

  (.06)

  1.83

  1.75

  (10.78)

  4.74

Total from investment operations

  .06

  1.87

  1.80

  (10.80)

  4.72

Distributions from net investment income

  (.08)

  (.06)

  -

  -

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.85)

  -

Total distributions

  (.12)

  (.15)

  -

  (1.85) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Total Return A, B

  .60%

  23.65%

  29.03%

  (63.08)%

  33.50%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.60%

  1.43%

  1.20%

  2.00%

  1.85%

Expenses net of fee waivers, if any

  1.60%

  1.43%

  1.20%

  1.91%

  1.85%

Expenses net of all reductions

  1.59%

  1.41%

  1.15%

  1.87%

  1.81%

Net investment income (loss)

  1.17% F

  .48%

  .74%

  (.12)%

  (.13)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,701

$ 11,202

$ 11,915

$ 11,614

$ 46,568

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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.

I Total distributions of $1.85 per share is comprised of distributions from net realized gain of $1.852 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.54

$ 7.87

$ 6.12

$ 18.64

$ 14.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.68)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.76)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.76)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.76) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Total Return A, B

  .10%

  23.03%

  28.59%

  (63.32)%

  32.76%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.69%

  2.51%

  2.40%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.69%

  2.41%

  2.40%

Expenses net of all reductions

  2.07%

  1.90%

  1.64%

  2.38%

  2.36%

Net investment income (loss)

  .68% F

  (.01)%

  .25%

  (.62)%

  (.67)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,293

$ 2,902

$ 2,799

$ 2,687

$ 10,975

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.76 per share is comprised of distributions from net realized gain of $1.760 per share.

J Total distribution of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.53

$ 7.86

$ 6.11

$ 18.63

$ 14.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.66)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.74)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.78)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.78) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Total Return A, B

  .10%

  23.06%

  28.64%

  (63.32)%

  32.79%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.68%

  2.51%

  2.38%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.68%

  2.41%

  2.38%

Expenses net of all reductions

  2.07%

  1.90%

  1.63%

  2.38%

  2.34%

Net investment income (loss)

  .68% F

  (.01)%

  .26%

  (.62)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,900

$ 8,936

$ 8,543

$ 9,497

$ 40,894

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.78 per share is comprised of distributions from net realized gain of $1.775 per share.

J Total distributions of $.07 per share is comprised of distribution from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.92

$ 8.14

$ 6.28

$ 19.09

$ 14.23

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17 E

  .09

  .08

  .05

  .07

Net realized and unrealized gain (loss)

  (.06)

  1.87

  1.78

  (10.92)

  4.78

Total from investment operations

  .11

  1.96

  1.86

  (10.87)

  4.85

Distributions from net investment income

  (.14)

  (.09)

  - G

  (.06)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.18)

  (.18)

  - G

  (1.94) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Total Return A

  1.10%

  24.43%

  29.68%

  (62.91)%

  34.15%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of fee waivers, if any

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of all reductions

  1.06%

  .89%

  .64%

  1.40%

  1.25%

Net investment income (loss)

  1.69% E

  1.00%

  1.25%

  .36%

  .43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 328,262

$ 398,331

$ 329,128

$ 312,376

$ 1,433,844

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.94 per share is comprised of distributions from net investment income of $.064 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.93

$ 8.14

$ 6.27

$ 19.09

$ 14.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18 E

  .09

  .08

  .05

  .08

Net realized and unrealized gain (loss)

  (.06)

  1.86

  1.79

  (10.92)

  4.78

Total from investment operations

  .12

  1.95

  1.87

  (10.87)

  4.86

Distributions from net investment income

  (.15)

  (.07)

  - G

  (.07)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.19)

  (.16)

  - G

  (1.95) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Total Return A

  1.13%

  24.33%

  29.87%

  (62.95)%

  34.25%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of fee waivers, if any

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of all reductions

  1.02%

  .88%

  .64%

  1.37%

  1.25%

Net investment income (loss)

  1.74% E

  1.01%

  1.25%

  .39%

  .44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,395

$ 2,418

$ 2,022

$ 8,117

$ 27,609

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.95 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap Opportunities 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 73,513,976

Gross unrealized depreciation

(22,795,694)

Net unrealized appreciation (depreciation) on securities and other investments

$ 50,718,282

 

 

Tax Cost

$ 330,749,465

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,705,169

Capital loss carryforward

$ (368,117,127)

Net unrealized appreciation (depreciation)

$ 50,709,192

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 7,985,288

$ 7,928,671

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 Days are subject to a redemption fee equal to 2.00% 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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

Notes to Financial Statements - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $100,138,660 and $177,442,934, 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 .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Small Cap Opportunities as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .66% 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%

$ 51,958

$ 413

Class T

.25%

.25%

53,522

308

Class B

.75%

.25%

27,423

20,595

Class C

.75%

.25%

83,724

6,165

 

 

 

$ 216,627

$ 27,481

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual 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

$ 8,326

Class T

2,104

Class B*

5,991

Class C*

326

 

$ 16,747

* 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

$ 62,852

.30

Class T

33,760

.32

Class B

8,293

.30

Class C

25,383

.30

International Small Cap Opportunities

1,132,318

.29

Institutional Class

4,606

.25

 

$ 1,267,212

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,185 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $1,348 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 $208,963. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $5,729.

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 $47,857 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 expenses by $45.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 234,699

$ 167,529

Class T

95,132

81,809

Class B

17,225

11,651

Class C

53,555

35,378

International Small Cap Opportunities

5,789,167

3,548,259

Institutional Class

33,517

16,552

Total

$ 6,223,295

$ 3,861,178

From net realized gain

 

 

Class A

$ 81,710

$ 203,751

Class T

45,784

126,944

Class B

4,543

31,778

Class C

13,930

96,486

International Small Cap Opportunities

1,606,951

3,588,127

Institutional Class

9,075

20,407

Total

$ 1,761,993

$ 4,067,493

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

414,528

502,676

$ 4,258,719

$ 4,331,157

Reinvestment of distributions

27,655

39,668

279,266

334,402

Shares redeemed

(586,134)

(821,208)

(5,964,528)

(7,086,973)

Net increase (decrease)

(143,951)

(278,864)

$ (1,426,543)

$ (2,421,414)

Class T

 

 

 

 

Shares sold

106,538

202,721

$ 1,079,217

$ 1,752,774

Reinvestment of distributions

13,404

24,207

134,702

202,613

Shares redeemed

(371,432)

(563,942)

(3,710,229)

(4,787,797)

Net increase (decrease)

(251,490)

(337,014)

$ (2,496,310)

$ (2,832,410)

Class B

 

 

 

 

Shares sold

6,900

33,509

$ 67,544

$ 282,738

Reinvestment of distributions

1,989

4,957

19,877

40,893

Shares redeemed

(71,270)

(89,943)

(711,316)

(751,714)

Net increase (decrease)

(62,381)

(51,477)

$ (623,895)

$ (428,083)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

80,402

138,774

$ 802,688

$ 1,172,961

Reinvestment of distributions

5,984

13,874

59,727

114,325

Shares redeemed

(295,393)

(301,965)

(2,919,335)

(2,545,004)

Net increase (decrease)

(209,007)

(149,317)

$ (2,056,920)

$ (1,257,718)

International Small Cap Opportunities

 

 

 

 

Shares sold

4,054,816

11,750,215

$ 41,630,046

$ 101,991,968

Reinvestment of distributions

693,159

792,800

7,035,420

6,738,804

Shares redeemed

(11,579,067)

(12,779,026)

(119,651,010)

(110,633,144)

Net increase (decrease)

(6,831,092)

(236,011)

$ (70,985,544)

$ (1,902,372)

Institutional Class

 

 

 

 

Shares sold

36,278

111,833

$ 362,488

$ 1,028,388

Reinvestment of distributions

3,294

3,263

33,471

27,765

Shares redeemed

(141,623)

(119,898)

(1,476,463)

(1,034,340)

Net increase (decrease)

(102,051)

(4,802)

$ (1,080,504)

$ 21,813

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor International Small Cap Opportunities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/05/11

12/02/11

$0.111

$0.01

Class T

12/05/11

12/02/11

$0.078

$0.01

Class B

12/05/11

12/02/11

$0.027

$0.01

Class C

12/05/11

12/02/11

$0.028

$0.01

Class A designates 98% and 100%, Class T designates 100% and 100%, Class B designates 100% and 100% and Class C designates 100% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/10

$0.083

$0.0076

 

12/31/10

$0.046

$0.0000

Class T

12/06/10

$0.058

$0.0076

 

12/31/10

$0.046

$0.0000

Class B

12/06/10

$0.018

$0.0076

 

12/31/10

$0.046

$0.0000

Class C

12/06/10

$0.018

$0.0076

 

12/31/10

$0.046

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Opportunities Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31143

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one-year period and the fourth quartile for the three- and five-year periods. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31145

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, ILdif30550

AILS-UANN-1211
1.815089.106

(Fidelity Logo)

Fidelity Advisor®

International Small Cap Opportunities

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
International Small Cap
Opportunities Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

1.13%

-4.08%

2.34%

A From August 2, 2005.

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Opportunities Fund - Institutional Class on August 2, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index performed over the same period.

dif31199

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Small Cap Opportunities Fund: For the year, the fund's Institutional Class shares returned 1.13%, respectively (excluding sales charges), versus -2.39% for the MSCI® EAFE® (Europe, Australasia, Far East) Small Cap Index. Security selection in continental Europe - especially Finland and Germany - helped, as did out-of-index stock picking in the U.S. In emerging markets, my positioning in non-index Turkey and benchmark component South Africa hurt the most. Out-of-benchmark security selection in Canada also was negative. In terms of sectors, good security selection in industrials and consumer discretionary, along with a favorable stance in consumer staples and information technology, helped, while relatively weak stock picking in energy and positioning in utilities hurt. The top individual contributor was U.S.-based PriceSmart, a dominant warehouse club retailer in Central America. Railroad Kansas City Southern (U.S.), bank Aozora (Japan) and seismic solutions business ION Geophysical (U.S.) also helped. On the negative side, the fund was hurt by Canadian energy firms Petrobank Energy & Resources, which I sold before period end, and Niko Resources. Italian asset manager Azimut Holdings, the only index component I've mentioned, also hurt.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 872.10

$ 6.42

HypotheticalA

 

$ 1,000.00

$ 1,018.35

$ 6.92

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 871.10

$ 7.64

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.90

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

Class C

2.11%

 

 

 

Actual

 

$ 1,000.00

$ 868.80

$ 9.94

HypotheticalA

 

$ 1,000.00

$ 1,014.57

$ 10.71

International Small Cap Opportunities

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 5.19

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 873.30

$ 5.05

HypotheticalA

 

$ 1,000.00

$ 1,019.81

$ 5.45

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

Japan 20.9%

 

dif30472

United Kingdom 16.7%

 

dif30474

United States of America 14.6%

 

dif30476

Canada 4.8%

 

dif30478

Brazil 4.7%

 

dif30480

Germany 4.3%

 

dif30482

France 3.8%

 

dif30484

Finland 2.4%

 

dif30486

South Africa 2.2%

 

dif30488

Other 25.6%

 

dif30882

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

Japan 20.2%

 

dif30472

United Kingdom 16.2%

 

dif30474

United States of America 12.4%

 

dif30476

Canada 4.9%

 

dif30478

Brazil 4.8%

 

dif30480

France 3.9%

 

dif30482

Germany 3.6%

 

dif30484

Netherlands 3.2%

 

dif30486

Finland 3.0%

 

dif30488

Other 27.8%

 

dif30894

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

97.9

98.4

Short-Term Investments and Net Other Assets

2.1

1.6

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.0

1.5

USS Co. Ltd. (Japan, Specialty Retail)

1.8

1.5

Osaka Securities Exchange Co. Ltd. (Japan, Diversified Financial Services)

1.6

1.3

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.6

1.3

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.2

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.4

1.0

Bank Sarasin & Co. Ltd. Series B (Reg.) (Switzerland, Capital Markets)

1.4

1.0

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.2

Outotec Oyj (Finland, Construction & Engineering)

1.3

1.3

Andritz AG (Austria, Machinery)

1.3

1.3

 

15.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

22.4

23.0

Consumer Discretionary

18.6

18.1

Financials

16.4

17.7

Materials

11.8

11.1

Consumer Staples

9.9

8.4

Information Technology

8.2

8.5

Health Care

5.8

5.6

Energy

4.8

5.6

Utilities

0.0

0.4

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 1.7%

MAp Group unit

1,015,958

$ 3,625,576

OZ Minerals Ltd.

138,943

1,668,695

Ramsay Health Care Ltd.

43,346

852,149

TOTAL AUSTRALIA

6,146,420

Austria - 1.9%

Andritz AG

52,800

4,678,667

Zumtobel AG

113,981

2,377,116

TOTAL AUSTRIA

7,055,783

Bailiwick of Guernsey - 0.7%

Resolution Ltd.

575,273

2,544,174

Bailiwick of Jersey - 1.6%

Informa PLC

485,236

2,828,012

Randgold Resources Ltd. sponsored ADR

27,300

2,991,261

TOTAL BAILIWICK OF JERSEY

5,819,273

Belgium - 1.2%

Gimv NV

34,800

1,779,502

Umicore SA

63,474

2,733,194

TOTAL BELGIUM

4,512,696

Bermuda - 1.3%

Aquarius Platinum Ltd. (Australia)

406,589

1,192,875

Lazard Ltd. Class A

34,899

954,139

Trinity Ltd.

2,952,000

2,675,575

TOTAL BERMUDA

4,822,589

Brazil - 4.7%

Arezzo Industria e Comercio SA

129,700

1,714,529

Banco ABC Brasil SA

260,300

1,735,636

Banco Pine SA

148,900

989,372

BR Malls Participacoes SA

83,500

902,006

Braskem SA Class A sponsored ADR (d)

217,200

3,918,288

Cia.Hering SA

39,600

884,382

Iguatemi Empresa de Shopping Centers SA

46,700

904,792

Multiplan Empreendimentos Imobiliarios SA

84,600

1,710,524

Odontoprev SA

131,500

2,069,142

Restoque Comercio e Confeccoes de Roupas SA

26,200

411,950

T4F Entretenimento SA

131,800

921,034

Totvs SA

58,800

975,891

TOTAL BRAZIL

17,137,546

Common Stocks - continued

Shares

Value

Canada - 4.8%

Agnico-Eagle Mines Ltd. (Canada)

40,760

$ 1,768,032

Eldorado Gold Corp.

127,800

2,401,258

Fairfax Financial Holdings Ltd. (sub. vtg.)

7,790

3,256,116

Niko Resources Ltd.

67,600

3,718,220

Open Text Corp. (a)

29,500

1,805,482

Pan American Silver Corp.

28,900

808,044

Petrominerales Ltd.

42,879

1,131,281

Quadra FNX Mining Ltd. (a)

75,200

867,533

TAG Oil Ltd. (a)

142,000

880,333

Tuscany International Drilling, Inc. (a)

1,139,200

777,104

TOTAL CANADA

17,413,403

Cayman Islands - 1.6%

China Lilang Ltd.

1,309,000

1,377,892

Intime Department Store Group Co. Ltd.

563,000

807,944

NVC Lighting Holdings Ltd.

4,329,000

1,879,620

Vantage Drilling Co. (a)

625,331

850,450

Wynn Macau Ltd.

337,200

944,793

TOTAL CAYMAN ISLANDS

5,860,699

Denmark - 0.8%

William Demant Holding A/S (a)

36,533

2,914,894

Finland - 2.4%

Metso Corp.

25,700

1,000,834

Nokian Tyres PLC

82,500

3,031,260

Outotec Oyj

100,200

4,684,164

TOTAL FINLAND

8,716,258

France - 3.8%

Audika SA

95,384

2,109,391

Laurent-Perrier Group

23,963

2,470,599

Remy Cointreau SA

38,298

3,148,236

Saft Groupe SA

92,419

2,813,770

Vetoquinol SA

28,212

929,994

Virbac SA

13,600

2,354,136

TOTAL FRANCE

13,826,126

Germany - 4.3%

alstria office REIT-AG

135,300

1,739,475

Bilfinger Berger AG

36,159

3,241,620

CompuGROUP Holding AG

67,000

862,308

CTS Eventim AG

137,426

4,550,148

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG (d)

30,537

$ 3,216,420

Software AG (Bearer)

50,281

2,088,908

TOTAL GERMANY

15,698,879

India - 0.5%

Apollo Tyres Ltd.

642,892

753,948

Jyothy Laboratories Ltd.

433,677

1,269,440

TOTAL INDIA

2,023,388

Ireland - 1.0%

James Hardie Industries NV:

CDI (a)

40,000

259,101

sponsored ADR (a)

102,775

3,332,993

TOTAL IRELAND

3,592,094

Israel - 1.0%

Azrieli Group

72,005

1,852,664

Ituran Location & Control Ltd.

140,286

1,867,207

TOTAL ISRAEL

3,719,871

Italy - 1.5%

Azimut Holding SpA

291,773

2,281,383

Interpump Group SpA

512,558

3,301,217

TOTAL ITALY

5,582,600

Japan - 20.9%

Air Water, Inc.

62,000

787,141

Aozora Bank Ltd. (d)

1,120,000

2,831,751

Asahi Co. Ltd. (d)

58,000

1,285,102

Autobacs Seven Co. Ltd.

83,300

3,814,879

Daikoku Denki Co. Ltd.

128,700

1,152,515

Daikokutenbussan Co. Ltd.

109,200

3,134,401

FCC Co. Ltd.

149,300

3,154,839

GCA Savvian Group Corp. (d)

1,109

1,298,210

Glory Ltd.

60,300

1,290,829

Goldcrest Co. Ltd.

60,400

1,108,271

Kamigumi Co. Ltd.

273,000

2,384,117

Kobayashi Pharmaceutical Co. Ltd.

116,700

5,785,472

Kyoto Kimono Yuzen Co. Ltd.

109,900

1,278,601

Meiko Network Japan Co. Ltd.

120,500

997,877

Miraial Co. Ltd.

39,200

609,201

Nabtesco Corp.

156,400

3,425,851

Nagaileben Co. Ltd.

89,400

1,232,168

Common Stocks - continued

Shares

Value

Japan - continued

Nihon M&A Center, Inc.

410

$ 2,314,525

Nihon Parkerizing Co. Ltd.

157,000

2,113,801

Nippon Seiki Co. Ltd.

186,000

1,868,967

Nippon Thompson Co. Ltd.

537,000

3,459,214

Obic Co. Ltd.

16,030

3,031,023

Osaka Securities Exchange Co. Ltd.

1,276

5,980,182

OSG Corp.

90,300

1,157,270

Seven Bank Ltd.

594

1,057,196

SHO-BOND Holdings Co. Ltd.

98,200

2,190,832

Shoei Co. Ltd.

80,300

540,394

The Nippon Synthetic Chemical Industry Co. Ltd.

323,000

1,794,495

Tsumura & Co.

82,900

2,331,871

Tsutsumi Jewelry Co. Ltd.

43,900

1,023,100

USS Co. Ltd.

80,540

6,659,028

Yamatake Corp.

56,000

1,239,082

Yamato Kogyo Co. Ltd.

161,700

4,090,648

TOTAL JAPAN

76,422,853

Korea (South) - 0.3%

NCsoft Corp.

3,895

1,219,916

Luxembourg - 0.5%

GlobeOp Financial Services SA

367,600

1,684,847

Netherlands - 1.6%

Aalberts Industries NV

177,200

3,137,680

ASM International NV unit

46,800

1,320,696

QIAGEN NV (a)(d)

109,200

1,504,776

TOTAL NETHERLANDS

5,963,152

Papua New Guinea - 0.3%

Oil Search Ltd.

143,966

982,258

Philippines - 0.4%

Jollibee Food Corp.

671,660

1,427,287

Portugal - 0.7%

Jeronimo Martins SGPS SA

146,700

2,537,727

Singapore - 0.3%

Wing Tai Holdings Ltd.

917,000

929,875

South Africa - 2.2%

African Rainbow Minerals Ltd.

101,600

2,348,131

City Lodge Hotels Ltd.

4,722

37,484

Clicks Group Ltd.

390,659

2,050,193

Common Stocks - continued

Shares

Value

South Africa - continued

JSE Ltd.

199,281

$ 1,764,735

Mr Price Group Ltd.

207,500

1,997,530

TOTAL SOUTH AFRICA

8,198,073

Spain - 1.5%

Grifols SA (a)

30,332

566,053

Prosegur Compania de Seguridad SA (Reg.)

101,209

5,049,276

TOTAL SPAIN

5,615,329

Sweden - 2.1%

Fagerhult AB

85,150

2,004,820

Intrum Justitia AB

186,000

3,059,797

Swedish Match Co.

78,600

2,719,844

TOTAL SWEDEN

7,784,461

Switzerland - 1.4%

Bank Sarasin & Co. Ltd. Series B (Reg.)

134,444

5,132,328

Turkey - 1.5%

Albaraka Turk Katilim Bankasi AS

1,505,000

1,591,602

Boyner Buyuk Magazacilik A/S (a)

547,451

919,513

Coca-Cola Icecek AS

211,000

2,863,848

TOTAL TURKEY

5,374,963

United Arab Emirates - 0.2%

Dubai Financial Market PJSC (a)

3,046,397

854,285

United Kingdom - 16.7%

AMEC PLC

116,340

1,731,592

Babcock International Group PLC

299,700

3,395,532

Bellway PLC

203,172

2,319,863

Britvic PLC

556,200

2,950,892

Dechra Pharmaceuticals PLC

247,100

1,947,192

Derwent London PLC

57,900

1,581,089

Great Portland Estates PLC

417,489

2,500,315

H&T Group PLC

336,803

1,684,521

InterContinental Hotel Group PLC ADR

113,600

2,099,328

Johnson Matthey PLC

105,089

3,175,588

Meggitt PLC

836,669

5,174,913

Micro Focus International PLC

291,800

1,593,650

Persimmon PLC

221,563

1,773,393

Rotork PLC

97,500

2,640,504

Serco Group PLC

450,476

3,763,546

Shaftesbury PLC

301,232

2,441,584

Common Stocks - continued

Shares

Value

United Kingdom - continued

Spectris PLC

124,487

$ 2,546,544

Spirax-Sarco Engineering PLC

174,230

5,374,172

Ted Baker PLC

139,000

1,724,051

Ultra Electronics Holdings PLC

101,869

2,608,106

Unite Group PLC

1,474,170

4,191,504

Victrex PLC

188,582

3,851,625

TOTAL UNITED KINGDOM

61,069,504

United States of America - 12.5%

ANSYS, Inc. (a)

19,285

1,048,333

Autoliv, Inc. (d)

54,900

3,171,573

Broadridge Financial Solutions, Inc.

48,705

1,083,686

Cymer, Inc. (a)

77,700

3,376,065

Dril-Quip, Inc. (a)

32,852

2,138,665

Evercore Partners, Inc. Class A

52,700

1,446,088

Greenhill & Co., Inc. (d)

21,295

804,525

ION Geophysical Corp. (a)

404,906

3,085,384

Juniper Networks, Inc. (a)

35,200

861,344

Kansas City Southern (a)

61,300

3,872,321

Lam Research Corp. (a)

32,003

1,375,809

Martin Marietta Materials, Inc. (d)

24,900

1,797,033

Mohawk Industries, Inc. (a)

86,000

4,527,900

Oceaneering International, Inc.

51,200

2,141,696

PriceSmart, Inc.

96,496

7,337,557

ResMed, Inc. (a)(d)

119,200

3,373,360

Solera Holdings, Inc.

46,600

2,545,758

Solutia, Inc. (a)

55,456

901,160

SS&C Technologies Holdings, Inc. (a)

55,600

881,816

TOTAL UNITED STATES OF AMERICA

45,770,073

TOTAL COMMON STOCKS

(Cost $305,074,765)


358,353,624

Money Market Funds - 6.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

8,835,562

$ 8,835,562

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

14,278,561

14,278,561

TOTAL MONEY MARKET FUNDS

(Cost $23,114,123)


23,114,123

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $328,188,888)

381,467,747

NET OTHER ASSETS (LIABILITIES) - (4.2)%

(15,231,283)

NET ASSETS - 100%

$ 366,236,464

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 13,915

Fidelity Securities Lending Cash Central Fund

208,963

Total

$ 222,878

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

Japan

$ 76,422,853

$ -

$ 76,422,853

$ -

United Kingdom

61,069,504

61,069,504

-

-

United States of America

45,770,073

45,770,073

-

-

Canada

17,413,403

17,413,403

-

-

Brazil

17,137,546

17,137,546

-

-

Germany

15,698,879

15,698,879

-

-

France

13,826,126

13,826,126

-

-

Finland

8,716,258

8,716,258

-

-

South Africa

8,198,073

8,198,073

-

-

Other

94,100,909

73,661,252

20,439,657

-

Money Market Funds

23,114,123

23,114,123

-

-

Total Investments in Securities:

$ 381,467,747

$ 284,605,237

$ 96,862,510

$ -

Transfers from Level 1 to Level 2 during the period were $99,465,787.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $368,117,127 of which $37,615,219 and $330,501,908 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $13,325,034) - See accompanying schedule:

Unaffiliated issuers (cost $305,074,765)

$ 358,353,624

 

Fidelity Central Funds (cost $23,114,123)

23,114,123

 

Total Investments (cost $328,188,888)

 

$ 381,467,747

Foreign currency held at value (cost $99,744)

99,510

Receivable for investments sold

195,546

Receivable for fund shares sold

166,806

Dividends receivable

961,741

Distributions receivable from Fidelity Central Funds

3,492

Prepaid expenses

1,455

Other receivables

12,370

Total assets

382,908,667

 

 

 

Liabilities

Payable for investments purchased

$ 1,485,984

Payable for fund shares redeemed

489,719

Accrued management fee

235,802

Distribution and service plan fees payable

14,845

Other affiliated payables

105,135

Other payables and accrued expenses

62,157

Collateral on securities loaned, at value

14,278,561

Total liabilities

16,672,203

 

 

 

Net Assets

$ 366,236,464

Net Assets consist of:

 

Paid in capital

$ 678,939,230

Undistributed net investment income

4,428,178

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(370,400,713)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

53,269,769

Net Assets

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

 

Class A:
Net Asset Value
and redemption price per share ($18,686,336 ÷ 1,916,318 shares)

$ 9.75

 

 

 

Maximum offering price per share (100/94.25 of $9.75)

$ 10.34

Class T:
Net Asset Value
and redemption price per share ($8,700,526 ÷ 900,706 shares)

$ 9.66

 

 

 

Maximum offering price per share (100/96.50 of $9.66)

$ 10.01

Class B:
Net Asset Value
and offering price per share ($2,292,585 ÷ 241,853 shares)A

$ 9.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,899,707 ÷ 728,884 shares)A

$ 9.47

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($328,261,845 ÷ 33,341,584 shares)

$ 9.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,395,465 ÷ 141,546 shares)

$ 9.86

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 9,529,575

Special dividends

 

2,725,226

Income from Fidelity Central Funds

 

222,878

Income before foreign taxes withheld

 

12,477,679

Less foreign taxes withheld

 

(650,585)

Total income

 

11,827,094

 

 

 

Expenses

Management fee
Basic fee

$ 3,680,170

Performance adjustment

(837,875)

Transfer agent fees

1,267,212

Distribution and service plan fees

216,627

Accounting and security lending fees

225,859

Custodian fees and expenses

123,008

Independent trustees' compensation

2,387

Registration fees

82,117

Audit

71,269

Legal

1,734

Miscellaneous

4,640

Total expenses before reductions

4,837,148

Expense reductions

(53,631)

4,783,517

Net investment income (loss)

7,043,577

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

54,342,117

Foreign currency transactions

(320,338)

Total net realized gain (loss)

 

54,021,779

Change in net unrealized appreciation (depreciation) on:

Investment securities

(52,211,455)

Assets and liabilities in foreign currencies

(51,097)

Total change in net unrealized appreciation (depreciation)

 

(52,262,552)

Net gain (loss)

1,759,227

Net increase (decrease) in net assets resulting from operations

$ 8,802,804

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,043,577

$ 3,674,101

Net realized gain (loss)

54,021,779

58,487,523

Change in net unrealized appreciation (depreciation)

(52,262,552)

25,253,733

Net increase (decrease) in net assets resulting
from operations

8,802,804

87,415,357

Distributions to shareholders from net investment income

(6,223,295)

(3,861,178)

Distributions to shareholders from net realized gain

(1,761,993)

(4,067,493)

Total distributions

(7,985,288)

(7,928,671)

Share transactions - net increase (decrease)

(78,669,716)

(8,820,184)

Redemption fees

71,408

60,781

Total increase (decrease) in net assets

(77,780,792)

70,727,283

 

 

 

Net Assets

Beginning of period

444,017,256

373,289,973

End of period (including undistributed net investment income of $4,428,178 and undistributed net investment income of $3,575,839, respectively)

$ 366,236,464

$ 444,017,256

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.82

$ 8.07

$ 6.24

$ 18.97

$ 14.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15 F

  .06

  .06

  .02

  .02

Net realized and unrealized gain (loss)

  (.07)

  1.85

  1.77

  (10.85)

  4.76

Total from investment operations

  .08

  1.91

  1.83

  (10.83)

  4.78

Distributions from net investment income

  (.11)

  (.07)

  -

  (.03)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.15)

  (.16)

  -

  (1.90) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Total ReturnA, B

  .81%

  24.05%

  29.33%

  (62.98)%

  33.78%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.34%

  1.16%

  .94%

  1.75%

  1.63%

Expenses net of fee waivers, if any

  1.33%

  1.16%

  .94%

  1.66%

  1.63%

Expenses net of all reductions

  1.32%

  1.15%

  .89%

  1.62%

  1.59%

Net investment income (loss)

  1.44% F

  .74%

  1.00%

  .13%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,686

$ 20,228

$ 18,883

$ 17,905

$ 70,785

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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.

I Total distributions of $1.90 per share is comprised of distributions from net investment income of $.025 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.72

$ 8.00

$ 6.20

$ 18.85

$ 14.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .12 F

  .04

  .05

  (.02)

  (.02)

Net realized and unrealized gain (loss)

  (.06)

  1.83

  1.75

  (10.78)

  4.74

Total from investment operations

  .06

  1.87

  1.80

  (10.80)

  4.72

Distributions from net investment income

  (.08)

  (.06)

  -

  -

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.85)

  -

Total distributions

  (.12)

  (.15)

  -

  (1.85) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Total Return A, B

  .60%

  23.65%

  29.03%

  (63.08)%

  33.50%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.60%

  1.43%

  1.20%

  2.00%

  1.85%

Expenses net of fee waivers, if any

  1.60%

  1.43%

  1.20%

  1.91%

  1.85%

Expenses net of all reductions

  1.59%

  1.41%

  1.15%

  1.87%

  1.81%

Net investment income (loss)

  1.17% F

  .48%

  .74%

  (.12)%

  (.13)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,701

$ 11,202

$ 11,915

$ 11,614

$ 46,568

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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.

I Total distributions of $1.85 per share is comprised of distributions from net realized gain of $1.852 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.54

$ 7.87

$ 6.12

$ 18.64

$ 14.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.68)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.76)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.76)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.76) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Total Return A, B

  .10%

  23.03%

  28.59%

  (63.32)%

  32.76%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.69%

  2.51%

  2.40%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.69%

  2.41%

  2.40%

Expenses net of all reductions

  2.07%

  1.90%

  1.64%

  2.38%

  2.36%

Net investment income (loss)

  .68% F

  (.01)%

  .25%

  (.62)%

  (.67)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,293

$ 2,902

$ 2,799

$ 2,687

$ 10,975

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.76 per share is comprised of distributions from net realized gain of $1.760 per share.

J Total distribution of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.53

$ 7.86

$ 6.11

$ 18.63

$ 14.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07 F

  - H

  .02

  (.08)

  (.11)

Net realized and unrealized gain (loss)

  (.06)

  1.79

  1.73

  (10.66)

  4.70

Total from investment operations

  .01

  1.79

  1.75

  (10.74)

  4.59

Distributions from net investment income

  (.06)

  (.03)

  -

  -

  -

Distributions from net realized gain

  (.02)

  (.09)

  -

  (1.78)

  -

Total distributions

  (.07) J

  (.12)

  -

  (1.78) I

  -

Redemption fees added to paid in capital C

  - H

  - H

  - H

  - H

  .01

Net asset value, end of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Total Return A, B

  .10%

  23.06%

  28.64%

  (63.32)%

  32.79%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.09%

  1.91%

  1.68%

  2.51%

  2.38%

Expenses net of fee waivers, if any

  2.09%

  1.91%

  1.68%

  2.41%

  2.38%

Expenses net of all reductions

  2.07%

  1.90%

  1.63%

  2.38%

  2.34%

Net investment income (loss)

  .68% F

  (.01)%

  .26%

  (.62)%

  (.66)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,900

$ 8,936

$ 8,543

$ 9,497

$ 40,894

Portfolio turnover rate E

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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.

I Total distributions of $1.78 per share is comprised of distributions from net realized gain of $1.775 per share.

J Total distributions of $.07 per share is comprised of distribution from net investment income of $.058 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.92

$ 8.14

$ 6.28

$ 19.09

$ 14.23

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17 E

  .09

  .08

  .05

  .07

Net realized and unrealized gain (loss)

  (.06)

  1.87

  1.78

  (10.92)

  4.78

Total from investment operations

  .11

  1.96

  1.86

  (10.87)

  4.85

Distributions from net investment income

  (.14)

  (.09)

  - G

  (.06)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.18)

  (.18)

  - G

  (1.94) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Total Return A

  1.10%

  24.43%

  29.68%

  (62.91)%

  34.15%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of fee waivers, if any

  1.08%

  .91%

  .68%

  1.44%

  1.30%

Expenses net of all reductions

  1.06%

  .89%

  .64%

  1.40%

  1.25%

Net investment income (loss)

  1.69% E

  1.00%

  1.25%

  .36%

  .43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 328,262

$ 398,331

$ 329,128

$ 312,376

$ 1,433,844

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.94 per share is comprised of distributions from net investment income of $.064 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.93

$ 8.14

$ 6.27

$ 19.09

$ 14.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18 E

  .09

  .08

  .05

  .08

Net realized and unrealized gain (loss)

  (.06)

  1.86

  1.79

  (10.92)

  4.78

Total from investment operations

  .12

  1.95

  1.87

  (10.87)

  4.86

Distributions from net investment income

  (.15)

  (.07)

  - G

  (.07)

  -

Distributions from net realized gain

  (.04)

  (.09)

  -

  (1.88)

  -

Total distributions

  (.19)

  (.16)

  - G

  (1.95) H

  -

Redemption fees added to paid in capital B

  - G

  - G

  - G

  - G

  .01

Net asset value, end of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Total Return A

  1.13%

  24.33%

  29.87%

  (62.95)%

  34.25%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of fee waivers, if any

  1.03%

  .90%

  .68%

  1.40%

  1.29%

Expenses net of all reductions

  1.02%

  .88%

  .64%

  1.37%

  1.25%

Net investment income (loss)

  1.74% E

  1.01%

  1.25%

  .39%

  .44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,395

$ 2,418

$ 2,022

$ 8,117

$ 27,609

Portfolio turnover rate D

  24%

  49%

  174%

  61%

  107%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $1.95 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $1.878 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Small Cap Opportunities 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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. Large, non-recurring dividends recognized by the Fund are presented

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 73,513,976

Gross unrealized depreciation

(22,795,694)

Net unrealized appreciation (depreciation) on securities and other investments

$ 50,718,282

 

 

Tax Cost

$ 330,749,465

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,705,169

Capital loss carryforward

$ (368,117,127)

Net unrealized appreciation (depreciation)

$ 50,709,192

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 7,985,288

$ 7,928,671

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 Days are subject to a redemption fee equal to 2.00% 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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

Notes to Financial Statements - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $100,138,660 and $177,442,934, 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 .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Small Cap Opportunities as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .66% 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%

$ 51,958

$ 413

Class T

.25%

.25%

53,522

308

Class B

.75%

.25%

27,423

20,595

Class C

.75%

.25%

83,724

6,165

 

 

 

$ 216,627

$ 27,481

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual 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

$ 8,326

Class T

2,104

Class B*

5,991

Class C*

326

 

$ 16,747

* 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

$ 62,852

.30

Class T

33,760

.32

Class B

8,293

.30

Class C

25,383

.30

International Small Cap Opportunities

1,132,318

.29

Institutional Class

4,606

.25

 

$ 1,267,212

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,185 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $1,348 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 $208,963. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $5,729.

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 $47,857 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 expenses by $45.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 234,699

$ 167,529

Class T

95,132

81,809

Class B

17,225

11,651

Class C

53,555

35,378

International Small Cap Opportunities

5,789,167

3,548,259

Institutional Class

33,517

16,552

Total

$ 6,223,295

$ 3,861,178

From net realized gain

 

 

Class A

$ 81,710

$ 203,751

Class T

45,784

126,944

Class B

4,543

31,778

Class C

13,930

96,486

International Small Cap Opportunities

1,606,951

3,588,127

Institutional Class

9,075

20,407

Total

$ 1,761,993

$ 4,067,493

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

414,528

502,676

$ 4,258,719

$ 4,331,157

Reinvestment of distributions

27,655

39,668

279,266

334,402

Shares redeemed

(586,134)

(821,208)

(5,964,528)

(7,086,973)

Net increase (decrease)

(143,951)

(278,864)

$ (1,426,543)

$ (2,421,414)

Class T

 

 

 

 

Shares sold

106,538

202,721

$ 1,079,217

$ 1,752,774

Reinvestment of distributions

13,404

24,207

134,702

202,613

Shares redeemed

(371,432)

(563,942)

(3,710,229)

(4,787,797)

Net increase (decrease)

(251,490)

(337,014)

$ (2,496,310)

$ (2,832,410)

Class B

 

 

 

 

Shares sold

6,900

33,509

$ 67,544

$ 282,738

Reinvestment of distributions

1,989

4,957

19,877

40,893

Shares redeemed

(71,270)

(89,943)

(711,316)

(751,714)

Net increase (decrease)

(62,381)

(51,477)

$ (623,895)

$ (428,083)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

80,402

138,774

$ 802,688

$ 1,172,961

Reinvestment of distributions

5,984

13,874

59,727

114,325

Shares redeemed

(295,393)

(301,965)

(2,919,335)

(2,545,004)

Net increase (decrease)

(209,007)

(149,317)

$ (2,056,920)

$ (1,257,718)

International Small Cap Opportunities

 

 

 

 

Shares sold

4,054,816

11,750,215

$ 41,630,046

$ 101,991,968

Reinvestment of distributions

693,159

792,800

7,035,420

6,738,804

Shares redeemed

(11,579,067)

(12,779,026)

(119,651,010)

(110,633,144)

Net increase (decrease)

(6,831,092)

(236,011)

$ (70,985,544)

$ (1,902,372)

Institutional Class

 

 

 

 

Shares sold

36,278

111,833

$ 362,488

$ 1,028,388

Reinvestment of distributions

3,294

3,263

33,471

27,765

Shares redeemed

(141,623)

(119,898)

(1,476,463)

(1,034,340)

Net increase (decrease)

(102,051)

(4,802)

$ (1,080,504)

$ 21,813

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor International Small Cap Opportunities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/05/11

12/02/11

$0.14

$0.01

Institutional Class designates 74% and 100% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/10

$0.109

$0.0076

 

12/31/10

$0.046

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Small Cap Opportunities Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31143

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one-year period and the fourth quartile for the three- and five-year periods. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods although the one-year total return of the retail class compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Small Cap Opportunities Fund

dif31145

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

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 (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, ILdif30550

AILSI-UANN-1211
1.815081.106

Fidelity®

International Value

Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
class
A

Fidelity® International Value Fund

-11.91%

-5.28%

-3.81%

A From May 18, 2006

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Value Fund, a class of the fund, on May 18, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Value Index performed over the same period.

dif31239

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCIr ACWIr (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Alex Zavratsky, who became Portfolio Manager of Fidelity® International Value Fund on September 6, 2011: For the year, the fund's Retail Class shares fell 11.91%, trailing the 5.33% drop of the benchmark MSCI® EAFE® (Europe, Australasia, Far East) Value Index. In geographic terms, weak stock picking in and a lack of exposure to the comparatively healthy Asia Pacific ex Japan region, especially Australia, was detrimental to performance. Stock selection also was detrimental in the U.K., continental Europe - particularly France - and Japan. Sector-wise, the biggest source of weakness was the financials sector, where holdings in several European banks were among the biggest detractors, including France-based Societe Generale, Italy's Intesa Sanpaolo and an out-of-index stake in Lloyds Banking Group in the U.K. Elsewhere within financials, French insurance firm AXA and ING Groep, a diversified financials company in the Netherlands, hampered results. Picks in energy, consumer discretionary and industrials also hurt. However, positioning in utilities was a bright spot. Here, the fund's lack of exposure to Japanese utility Tokyo Electric Power, a benchmark component, was the biggest individual contributor, while out-of-index stakes in Swiss pharma firm Roche Holding and Canada-based miner Yamana Gold also aided results. Some of the stocks I've mentioned in this report were sold from the fund by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.35%

 

 

 

Actual

 

$ 1,000.00

$ 778.30

$ 6.05

Hypothetical A

 

$ 1,000.00

$ 1,018.40

$ 6.87

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 776.90

$ 7.26

Hypothetical A

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.35

Hypothetical A

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.39

Hypothetical A

 

$ 1,000.00

$ 1,014.62

$ 10.66

International Value

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 779.40

$ 4.57

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.19

Institutional Class

.98%

 

 

 

Actual

 

$ 1,000.00

$ 778.80

$ 4.39

Hypothetical A

 

$ 1,000.00

$ 1,020.27

$ 4.99

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 27.1%

 

dif30472

Japan 21.8%

 

dif30474

Germany 10.6%

 

dif30476

France 8.5%

 

dif30478

Switzerland 7.6%

 

dif30480

Australia 6.3%

 

dif30482

Norway 2.9%

 

dif30484

Netherlands 2.8%

 

dif30486

Italy 2.7%

 

dif30488

Other 9.7%

 

dif31251

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.1%

 

dif30472

Japan 17.0%

 

dif30474

France 9.9%

 

dif30476

Germany 7.5%

 

dif30478

Spain 6.3%

 

dif30480

Switzerland 4.8%

 

dif30482

Netherlands 4.0%

 

dif30484

Canada 3.3%

 

dif30486

Hong Kong 3.2%

 

dif30488

Other 23.9%

 

dif31263

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.2

98.0

Short-Term Investments and Net Other Assets

0.8

2.0

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

5.9

4.4

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.5

2.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

3.5

1.8

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.9

0.3

Sanofi-aventis (France, Pharmaceuticals)

2.9

0.0

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.8

1.9

Nestle SA (Switzerland, Food Products)

2.2

0.0

Allianz AG (Germany, Insurance)

2.0

0.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

1.9

0.0

 

30.4

 

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.1

35.6

Energy

13.2

12.6

Health Care

11.7

5.3

Telecommunication Services

11.6

6.0

Consumer Staples

9.1

1.8

Utilities

7.8

5.3

Consumer Discretionary

7.5

10.3

Industrials

6.4

8.8

Materials

5.1

7.6

Information Technology

2.7

4.7

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

Australia - 6.3%

Australia & New Zealand Banking Group Ltd.

138,811

$ 3,136,930

Commonwealth Bank of Australia

90,577

4,653,389

Macquarie Group Ltd.

29,691

764,505

Telstra Corp. Ltd.

508,385

1,650,851

TOTAL AUSTRALIA

10,205,675

Bailiwick of Guernsey - 0.3%

Resolution Ltd.

112,600

497,979

Bailiwick of Jersey - 0.5%

Wolseley PLC

29,862

863,473

France - 8.5%

Atos Origin SA

13,608

659,501

BNP Paribas SA

45,993

2,090,893

Casino Guichard Perrachon et Compagnie

8,507

799,611

Compagnie de St. Gobain

13,677

637,671

Euler Hermes SA

4,358

315,785

GDF Suez

52,500

1,490,512

Pernod-Ricard SA

9,200

859,402

PPR SA

8,725

1,363,214

Sanofi-aventis

64,860

4,640,692

Unibail-Rodamco

4,566

913,079

TOTAL FRANCE

13,770,360

Germany - 10.3%

Allianz AG

24,614

2,766,282

Allianz AG sponsored ADR

43,400

486,080

BASF AG

41,646

3,065,547

Bayer AG

31,246

2,001,858

Daimler AG (United States) (d)

30,700

1,560,788

Deutsche Telekom AG

119,500

1,520,467

E.ON AG

72,160

1,748,588

HeidelbergCement AG

15,400

702,872

Metro AG

12,500

582,795

Siemens AG

15,311

1,605,145

Volkswagen AG

3,535

556,719

TOTAL GERMANY

16,597,141

Hong Kong - 0.6%

Henderson Land Development Co. Ltd.

20,000

109,321

Power Assets Holdings Ltd.

114,500

870,064

TOTAL HONG KONG

979,385

Common Stocks - continued

Shares

Value

Ireland - 0.7%

CRH PLC sponsored ADR (d)

56,800

$ 1,045,688

Italy - 2.4%

ENI SpA

138,600

3,064,045

Intesa Sanpaolo SpA

457,645

817,635

TOTAL ITALY

3,881,680

Japan - 21.8%

ABC-Mart, Inc.

13,900

544,420

Aeon Credit Service Co. Ltd.

51,800

772,586

Air Water, Inc.

63,000

799,836

Aisin Seiki Co. Ltd.

15,800

499,770

Aozora Bank Ltd.

482,000

1,218,664

Asahi Glass Co. Ltd.

58,000

507,967

Canon, Inc.

25,800

1,171,413

Chubu Electric Power Co., Inc.

42,600

779,498

Credit Saison Co. Ltd.

45,000

878,236

Denso Corp.

38,300

1,178,001

Dentsu, Inc.

23,700

713,704

Fanuc Corp.

4,900

792,384

Honda Motor Co. Ltd.

49,900

1,492,388

INPEX Corp.

150

990,439

Itochu Corp.

172,500

1,706,320

Japan Retail Fund Investment Corp.

1,012

1,566,749

Japan Tobacco, Inc.

516

2,579,382

JSR Corp.

42,300

807,615

JX Holdings, Inc.

200,600

1,168,621

KDDI Corp.

285

2,087,994

Mitsubishi Corp.

41,800

859,809

Mitsubishi Tanabe Pharma Corp.

73,400

1,269,783

Nippon Telegraph & Telephone Corp.

42,900

2,200,873

Obic Co. Ltd.

3,870

731,757

ORIX Corp.

9,540

832,713

Santen Pharmaceutical Co. Ltd.

19,900

742,635

Seven & i Holdings Co., Ltd.

39,300

1,048,884

Tokio Marine Holdings, Inc.

28,800

686,809

Tokyo Gas Co. Ltd.

313,000

1,348,051

Toray Industries, Inc.

127,000

904,026

USS Co. Ltd.

9,290

768,095

West Japan Railway Co.

37,700

1,597,689

TOTAL JAPAN

35,247,111

Common Stocks - continued

Shares

Value

Korea (South) - 0.6%

Samsung Electronics Co. Ltd.

1,050

$ 900,532

Mexico - 0.7%

Grupo Modelo SAB de CV Series C

163,000

1,033,913

Netherlands - 2.8%

ING Groep NV:

(Certificaten Van Aandelen) (a)

177,668

1,531,893

sponsored ADR (a)

57,141

493,698

Koninklijke KPN NV

58,620

770,356

Koninklijke Philips Electronics NV

38,000

791,149

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

28,900

997,878

TOTAL NETHERLANDS

4,584,974

Norway - 2.9%

Aker Solutions ASA

39,270

456,702

DnB NOR ASA

110,200

1,285,561

Orkla ASA (A Shares) (d)

114,700

999,165

Telenor ASA

111,600

1,992,428

TOTAL NORWAY

4,733,856

Portugal - 0.2%

Energias de Portugal SA

119,836

378,947

Singapore - 1.9%

Singapore Telecommunications Ltd.

686,000

1,733,801

United Overseas Bank Ltd.

102,480

1,389,391

TOTAL SINGAPORE

3,123,192

Spain - 2.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR (d)

249,725

2,257,514

Red Electrica Corporacion SA

11,600

561,462

Repsol YPF SA

37,297

1,130,375

TOTAL SPAIN

3,949,351

Sweden - 0.9%

Tele2 AB (B Shares)

29,100

614,177

Telefonaktiebolaget LM Ericsson (B Shares)

73,030

760,985

TOTAL SWEDEN

1,375,162

Switzerland - 7.6%

Nestle SA

61,138

3,546,150

Roche Holding AG (participation certificate)

27,505

4,535,324

Syngenta AG (Switzerland)

2,900

883,943

Transocean Ltd. (United States)

7,839

447,999

Common Stocks - continued

Shares

Value

Switzerland - continued

UBS AG (NY Shares) (a)

77,800

$ 981,836

Zurich Financial Services AG

8,111

1,883,678

TOTAL SWITZERLAND

12,278,930

United Kingdom - 27.1%

Aegis Group PLC

176,727

389,939

Aviva PLC

212,728

1,160,768

Barclays PLC

592,002

1,835,515

BP PLC sponsored ADR

103,035

4,552,086

British American Tobacco PLC (United Kingdom)

17,400

797,944

British Land Co. PLC

80,100

657,610

Centrica PLC

161,725

771,676

Compass Group PLC

90,200

821,038

GlaxoSmithKline PLC sponsored ADR

125,600

5,625,624

HSBC Holdings PLC sponsored ADR

29,770

1,299,758

Imperial Tobacco Group PLC

46,179

1,688,788

International Power PLC

201,018

1,093,323

National Grid PLC

207,100

2,059,381

Next PLC

11,800

485,046

Prudential PLC

170,349

1,759,882

Reed Elsevier PLC

164,300

1,412,295

Royal Dutch Shell PLC Class A sponsored ADR (d)

133,400

9,459,392

Scottish & Southern Energy PLC

68,827

1,487,641

Tesco PLC

129,900

839,277

Vodafone Group PLC sponsored ADR

202,766

5,645,005

TOTAL UNITED KINGDOM

43,841,988

TOTAL COMMON STOCKS

(Cost $170,522,198)

159,289,337

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.3%

Volkswagen AG

3,327

583,817

Italy - 0.3%

Telecom Italia SpA (Risparmio Shares)

489,900

514,204

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,433,774)

1,098,021

Money Market Funds - 7.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

143,971

$ 143,971

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

11,625,914

11,625,914

TOTAL MONEY MARKET FUNDS

(Cost $11,769,885)

 

11,769,885

TOTAL INVESTMENT PORTFOLIO - 106.5%

(Cost $183,725,857)

172,157,243

NET OTHER ASSETS (LIABILITIES) - (6.5)%

(10,572,704)

NET ASSETS - 100%

$ 161,584,539

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 3,498

Fidelity Securities Lending Cash Central Fund

221,316

Total

$ 224,814

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 43,841,988

$ 36,228,498

$ 7,613,490

$ -

Japan

35,247,111

-

35,247,111

-

Germany

17,180,958

15,575,813

1,605,145

-

France

13,770,360

9,129,668

4,640,692

-

Switzerland

12,278,930

11,394,987

883,943

-

Australia

10,205,675

-

10,205,675

-

Norway

4,733,856

4,733,856

-

-

Netherlands

4,584,974

1,264,054

3,320,920

-

Italy

4,395,884

817,635

3,578,249

-

Other

14,147,622

8,383,528

5,764,094

-

Money Market Funds

11,769,885

11,769,885

-

-

Total Investments in Securities:

$ 172,157,243

$ 99,297,924

$ 72,859,319

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $117,406,155 of which $17,089,067, $65,376,972, $3,571,319 and $31,368,797 will expire in fiscal 2016, 2017, 2018 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $11,205,139) - See accompanying schedule:

Unaffiliated issuers (cost $171,955,972)

$ 160,387,358

 

Fidelity Central Funds (cost $11,769,885)

11,769,885

 

Total Investments (cost $183,725,857)

 

$ 172,157,243

Foreign currency held at value (cost $6,508)

6,508

Receivable for investments sold

2,643,297

Receivable for fund shares sold

68,159

Dividends receivable

742,086

Distributions receivable from Fidelity Central Funds

1,186

Prepaid expenses

754

Other receivables

24,694

Total assets

175,643,927

 

 

 

Liabilities

Payable to custodian bank

$ 578

Payable for investments purchased

2,093,650

Payable for fund shares redeemed

155,013

Accrued management fee

82,006

Distribution and service plan fees payable

4,397

Other affiliated payables

40,042

Other payables and accrued expenses

57,788

Collateral on securities loaned, at value

11,625,914

Total liabilities

14,059,388

 

 

 

Net Assets

$ 161,584,539

Net Assets consist of:

 

Paid in capital

$ 286,936,774

Undistributed net investment income

4,796,682

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(118,590,823)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(11,558,094)

Net Assets

$ 161,584,539

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,667,585 ÷ 665,122 shares)

$ 7.02

 

 

 

Maximum offering price per share (100/94.25 of $7.02)

$ 7.45

Class T:
Net Asset Value
and redemption price per share ($2,467,516 ÷ 352,476 shares)

$ 7.00

 

 

 

Maximum offering price per share (100/96.50 of $7.00)

$ 7.25

Class B:
Net Asset Value
and offering price per share ($901,346 ÷ 128,716 shares)A

$ 7.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,108,020 ÷ 301,130 shares)A

$ 7.00

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($150,966,942 ÷ 21,486,993 shares)

$ 7.03

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($473,130 ÷ 67,196 shares)

$ 7.04

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 8,421,712

Interest

 

4,722

Income from Fidelity Central Funds

 

224,814

Income before foreign taxes withheld

 

8,651,248

Less foreign taxes withheld

 

(673,231)

Total income

 

7,978,017

 

 

 

Expenses

Management fee
Basic fee

$ 1,368,135

Performance adjustment

(134,111)

Transfer agent fees

451,985

Distribution and service plan fees

60,436

Accounting and security lending fees

110,463

Custodian fees and expenses

73,442

Independent trustees' compensation

1,067

Registration fees

73,513

Audit

70,906

Legal

763

Interest

381

Miscellaneous

1,736

Total expenses before reductions

2,078,716

Expense reductions

(53,706)

2,025,010

Net investment income (loss)

5,953,007

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(31,191,099)

Foreign currency transactions

(23,323)

Total net realized gain (loss)

 

(31,214,422)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $30,988)

(366,851)

Assets and liabilities in foreign currencies

(16,031)

Total change in net unrealized appreciation (depreciation)

 

(382,882)

Net gain (loss)

(31,597,304)

Net increase (decrease) in net assets resulting from operations

$ (25,644,297)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,953,007

$ 3,860,059

Net realized gain (loss)

(31,214,422)

(3,221,958)

Change in net unrealized appreciation (depreciation)

(382,882)

12,417,837

Net increase (decrease) in net assets resulting
from operations

(25,644,297)

13,055,938

Distributions to shareholders from net investment income

(4,441,935)

(3,135,757)

Distributions to shareholders from net realized gain

(710,581)

(123,529)

Total distributions

(5,152,516)

(3,259,286)

Share transactions - net increase (decrease)

18,454,243

(27,172,209)

Redemption fees

3,151

3,410

Total increase (decrease) in net assets

(12,339,419)

(17,372,147)

 

 

 

Net Assets

Beginning of period

173,923,958

191,296,105

End of period (including undistributed net investment income of $4,796,681 and undistributed net investment income of $3,475,373, respectively)

$ 161,584,539

$ 173,923,958

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 7.75

$ 5.93

$ 13.02

$ 10.60

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .22

  .15

  .12

  .21

  .18

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.53)

  2.29

Total from investment operations

  (.97)

  .59

  1.90

  (6.32)

  2.47

Distributions from net investment income

  (.19)

  (.11)

  (.08)

  (.15)

  (.03)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.23) H

  (.12)

  (.08)

  (.77)

  (.05)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Total Return A,B

  (12.19)%

  7.60%

  32.71%

  (51.50)%

  23.43%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of fee waivers, if any

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of all reductions

  1.34%

  1.38%

  1.32%

  1.41%

  1.37%

Net investment income (loss)

  2.79%

  1.93%

  1.86%

  2.05%

  1.49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,668

$ 4,699

$ 4,456

$ 2,854

$ 6,052

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.91

$ 12.99

$ 10.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .13

  .10

  .18

  .15

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.77

  (6.50)

  2.29

Total from investment operations

  (.99)

  .57

  1.87

  (6.32)

  2.44

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.14)

  (.02)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.21) H

  (.10)

  (.05)

  (.76)

  (.04)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Total Return A,B

  (12.42)%

  7.32%

  32.14%

  (51.60)%

  23.13%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.63%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.62%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of all reductions

  1.60%

  1.65%

  1.59%

  1.66%

  1.58%

Net investment income (loss)

  2.52%

  1.65%

  1.59%

  1.80%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,468

$ 2,276

$ 2,395

$ 2,087

$ 5,081

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.74

$ 5.88

$ 12.93

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.79

  (6.48)

  2.29

Total from investment operations

  (1.03)

  .53

  1.86

  (6.35)

  2.38

Distributions from net investment income

  (.13)

  (.06)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.01)

Total distributions

  (.17) H

  (.07)

  -

  (.70)

  (.01)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Total Return A,B

  (12.88)%

  6.82%

  31.63%

  (51.85)%

  22.59%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of all reductions

  2.09%

  2.13%

  2.07%

  2.17%

  2.08%

Net investment income (loss)

  2.04%

  1.18%

  1.11%

  1.29%

  .77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 901

$ 1,216

$ 1,076

$ 931

$ 2,651

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.88

$ 12.92

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.47)

  2.29

Total from investment operations

  (1.03)

  .53

  1.85

  (6.34)

  2.38

Distributions from net investment income

  (.14)

  (.05)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.17)

  (.06)

  -

  (.70)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Total Return A,B

  (12.84)%

  6.84%

  31.46%

  (51.80)%

  22.56%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of all reductions

  2.09%

  2.13%

  2.06%

  2.16%

  2.05%

Net investment income (loss)

  2.04%

  1.18%

  1.12%

  1.30%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,108

$ 2,123

$ 2,108

$ 1,784

$ 5,996

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 7.75

$ 5.95

$ 13.06

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .17

  .13

  .24

  .22

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.78

  (6.54)

  2.29

Total from investment operations

  (.95)

  .61

  1.91

  (6.30)

  2.51

Distributions from net investment income

  (.22)

  (.13)

  (.11)

  (.19)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.25)

  (.13) G

  (.11)

  (.81)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Total Return A

  (11.91)%

  7.95%

  33.09%

  (51.34)%

  23.81%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.04%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of all reductions

  1.01%

  1.08%

  1.06%

  1.09%

  1.02%

Net investment income (loss)

  3.11%

  2.23%

  2.12%

  2.37%

  1.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 150,967

$ 163,090

$ 180,447

$ 160,777

$ 381,148

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 7.76

$ 5.96

$ 13.07

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .18

  .14

  .25

  .22

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.54)

  2.30

Total from investment operations

  (.94)

  .62

  1.92

  (6.29)

  2.52

Distributions from net investment income

  (.22)

  (.14)

  (.12)

  (.20)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.26) H

  (.14) G

  (.12)

  (.82)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Total Return A

  (11.83)%

  8.05%

  33.06%

  (51.27)%

  23.91%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of fee waivers, if any

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of all reductions

  .96%

  .97%

  .92%

  1.01%

  .96%

Net investment income (loss)

  3.17%

  2.34%

  2.26%

  2.45%

  1.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 519

$ 814

$ 1,052

$ 3,965

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Value 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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.

Annual Report

3. Significant Accounting Policies - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 5,442,169

Gross unrealized depreciation

(18,195,451)

Net unrealized appreciation (depreciation) on securities and other investments

$ (12,753,282)

 

 

Tax Cost

$ 184,910,525

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,796,682

Capital loss carryforward

$ (117,406,155)

Net unrealized appreciation (depreciation)

$ (12,742,762)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,152,516

$ 3,259,286

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $179,038,500 and $159,238,201, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .64% 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%

$ 12,861

$ 112

Class T

.25%

.25%

14,090

-

Class B

.75%

.25%

11,042

8,286

Class C

.75%

.25%

22,443

5,109

 

 

 

$ 60,436

$ 13,507

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 5,585

Class T

1,051

Class B*

2,211

Class C*

426

 

$ 9,273

* 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

$ 15,549

.30

Class T

9,051

.32

Class B

3,337

.30

Class C

6,816

.30

International Value

416,398

.23

Institutional Class

834

.17

 

$ 451,985

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $763 for the period.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 3,563,727

.35%

$ 381

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $590 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

Fidelity Central Funds. Total security lending income during the period amounted to $221,316. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $14,939.

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 $38,767 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 109,917

$ 64,929

Class T

48,265

27,801

Class B

18,831

8,869

Class C

34,950

14,357

International Value

4,218,039

3,006,248

Institutional Class

11,933

13,553

Total

$ 4,441,935

$ 3,135,757

From net realized gain

 

 

Class A

$ 19,461

$ 2,899

Class T

9,435

1,544

Class B

4,893

715

Class C

8,796

1,354

International Value

666,153

116,522

Institutional Class

1,843

495

Total

$ 710,581

$ 123,529

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

297,051

216,581

$ 2,472,449

$ 1,676,019

Reinvestment of distributions

14,168

7,621

113,424

61,732

Shares redeemed

(217,894)

(227,521)

(1,776,674)

(1,766,121)

Net increase (decrease)

93,325

(3,319)

$ 809,199

$ (28,370)

Class T

 

 

 

 

Shares sold

184,684

82,344

$ 1,564,957

$ 635,080

Reinvestment of distributions

7,104

3,507

56,884

28,408

Shares redeemed

(116,856)

(118,025)

(949,653)

(899,018)

Net increase (decrease)

74,932

(32,174)

$ 672,188

$ (235,530)

Class B

 

 

 

 

Shares sold

10,615

44,963

$ 84,177

$ 346,949

Reinvestment of distributions

2,474

980

19,918

7,981

Shares redeemed

(32,689)

(36,625)

(270,345)

(286,374)

Net increase (decrease)

(19,600)

9,318

$ (166,250)

$ 68,556

Class C

 

 

 

 

Shares sold

94,118

56,757

$ 764,274

$ 434,910

Reinvestment of distributions

4,468

1,540

35,965

12,532

Shares redeemed

(56,323)

(72,014)

(453,389)

(560,469)

Net increase (decrease)

42,263

(13,717)

$ 346,850

$ (113,027)

International Value

 

 

 

 

Shares sold

9,000,450

3,662,730

$ 76,813,955

$ 28,403,948

Reinvestment of distributions

587,427

369,795

4,695,920

2,987,943

Shares redeemed

(7,927,908)

(7,496,748)

(64,758,392)

(57,917,334)

Net increase (decrease)

1,659,969

(3,464,223)

$ 16,751,483

$ (26,525,443)

Institutional Class

 

 

 

 

Shares sold

19,868

16,581

$ 168,608

$ 128,469

Reinvestment of distributions

395

185

3,160

1,498

Shares redeemed

(16,071)

(58,573)

(130,995)

(468,362)

Net increase (decrease)

4,192

(41,807)

$ 40,773

$ (338,395)

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were owners of record of approximately 19% and 18%, respectively, of the total outstanding shares of the Fund.

The VIP FundsManager Portfolios were owners of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

A percentage of the dividends distributed during the fiscal year for the following fund may be taken into account as a dividend for the purpose of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

December 3, 2010

December 30, 2010

International Value Fund

66%

78%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Value Fund

12/06/2010

$0.178

$0.011

International Value Fund

12/31/2010

$0.021

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31265

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for the one-year period and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31267

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

* 0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report


To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, Illinois

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated service graphic) 1-800-544-5555

(automated service graphic) Automated line for quickest service

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIV-UANN-1211
1.827481.105

(Fidelity Logo)

Fidelity Advisor®

International Value

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® International Value Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
class
A

Class A (incl. 5.75% sales charge)

-17.24%

-6.69%

-5.14%

Class T (incl. 3.50% sales charge)

-15.49%

-6.51%

-4.98%

Class B (incl. contingent deferred sales charge)B

-17.15%

-6.63%

-4.98%

Class C (incl. contingent deferred sales charge)C

-13.69%

-6.27%

-4.82%

A From May 18, 2006.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of class total return figures are 5%, 2%, and 1%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of class total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Value Fund - Class A on May 18, 2006, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Value Index performed over the same period.

dif31281

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Alex Zavratsky, who became Portfolio Manager of Fidelity Advisor® International Value Fund on September 6, 2011: For the year, the fund's Class A, Class T, Class B and Class C shares declined 12.19%, 12.42%, 12.88% and 12.84%, respectively (excluding sales charges), trailing the 5.33% drop of the benchmark MSCI® EAFE® (Europe, Australasia, Far East) Value Index. In geographic terms, weak stock picking in and a lack of exposure to the comparatively healthy Asia Pacific ex Japan region, especially Australia, was detrimental to performance. Stock selection also was detrimental in the U.K., continental Europe - particularly France - and Japan. Sector-wise, the biggest source of weakness was the financials sector, where holdings in several European banks were among the biggest detractors, including France-based Societe Generale, Italy's Intesa Sanpaolo and an out-of-index stake in Lloyds Banking Group in the U.K. Elsewhere within financials, French insurance firm AXA and ING Groep, a diversified financials company in the Netherlands, hampered results. Picks in energy, consumer discretionary and industrials also hurt. However, positioning in utilities was a bright spot. Here, the fund's lack of exposure to Japanese utility Tokyo Electric Power, a benchmark component, was the biggest individual contributor, while out-of-index stakes in Swiss pharma firm Roche Holding and Canada-based miner Yamana Gold also aided results. Some of the stocks I've mentioned in this report were sold from the fund by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.35%

 

 

 

Actual

 

$ 1,000.00

$ 778.30

$ 6.05

Hypothetical A

 

$ 1,000.00

$ 1,018.40

$ 6.87

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 776.90

$ 7.26

Hypothetical A

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.35

Hypothetical A

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.39

Hypothetical A

 

$ 1,000.00

$ 1,014.62

$ 10.66

International Value

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 779.40

$ 4.57

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.19

Institutional Class

.98%

 

 

 

Actual

 

$ 1,000.00

$ 778.80

$ 4.39

Hypothetical A

 

$ 1,000.00

$ 1,020.27

$ 4.99

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 27.1%

 

dif30472

Japan 21.8%

 

dif30474

Germany 10.6%

 

dif30476

France 8.5%

 

dif30478

Switzerland 7.6%

 

dif30480

Australia 6.3%

 

dif30482

Norway 2.9%

 

dif30484

Netherlands 2.8%

 

dif30486

Italy 2.7%

 

dif30488

Other 9.7%

 

dif31293

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.1%

 

dif30472

Japan 17.0%

 

dif30474

France 9.9%

 

dif30476

Germany 7.5%

 

dif30478

Spain 6.3%

 

dif30480

Switzerland 4.8%

 

dif30482

Netherlands 4.0%

 

dif30484

Canada 3.3%

 

dif30486

Hong Kong 3.2%

 

dif30488

Other 23.9%

 

dif31305

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.2

98.0

Short-Term Investments and Net Other Assets

0.8

2.0

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

5.9

4.4

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.5

2.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

3.5

1.8

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.9

0.3

Sanofi-aventis (France, Pharmaceuticals)

2.9

0.0

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.8

1.9

Nestle SA (Switzerland, Food Products)

2.2

0.0

Allianz AG (Germany, Insurance)

2.0

0.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

1.9

0.0

 

30.4

 

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.1

35.6

Energy

13.2

12.6

Health Care

11.7

5.3

Telecommunication Services

11.6

6.0

Consumer Staples

9.1

1.8

Utilities

7.8

5.3

Consumer Discretionary

7.5

10.3

Industrials

6.4

8.8

Materials

5.1

7.6

Information Technology

2.7

4.7

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

Australia - 6.3%

Australia & New Zealand Banking Group Ltd.

138,811

$ 3,136,930

Commonwealth Bank of Australia

90,577

4,653,389

Macquarie Group Ltd.

29,691

764,505

Telstra Corp. Ltd.

508,385

1,650,851

TOTAL AUSTRALIA

10,205,675

Bailiwick of Guernsey - 0.3%

Resolution Ltd.

112,600

497,979

Bailiwick of Jersey - 0.5%

Wolseley PLC

29,862

863,473

France - 8.5%

Atos Origin SA

13,608

659,501

BNP Paribas SA

45,993

2,090,893

Casino Guichard Perrachon et Compagnie

8,507

799,611

Compagnie de St. Gobain

13,677

637,671

Euler Hermes SA

4,358

315,785

GDF Suez

52,500

1,490,512

Pernod-Ricard SA

9,200

859,402

PPR SA

8,725

1,363,214

Sanofi-aventis

64,860

4,640,692

Unibail-Rodamco

4,566

913,079

TOTAL FRANCE

13,770,360

Germany - 10.3%

Allianz AG

24,614

2,766,282

Allianz AG sponsored ADR

43,400

486,080

BASF AG

41,646

3,065,547

Bayer AG

31,246

2,001,858

Daimler AG (United States) (d)

30,700

1,560,788

Deutsche Telekom AG

119,500

1,520,467

E.ON AG

72,160

1,748,588

HeidelbergCement AG

15,400

702,872

Metro AG

12,500

582,795

Siemens AG

15,311

1,605,145

Volkswagen AG

3,535

556,719

TOTAL GERMANY

16,597,141

Hong Kong - 0.6%

Henderson Land Development Co. Ltd.

20,000

109,321

Power Assets Holdings Ltd.

114,500

870,064

TOTAL HONG KONG

979,385

Common Stocks - continued

Shares

Value

Ireland - 0.7%

CRH PLC sponsored ADR (d)

56,800

$ 1,045,688

Italy - 2.4%

ENI SpA

138,600

3,064,045

Intesa Sanpaolo SpA

457,645

817,635

TOTAL ITALY

3,881,680

Japan - 21.8%

ABC-Mart, Inc.

13,900

544,420

Aeon Credit Service Co. Ltd.

51,800

772,586

Air Water, Inc.

63,000

799,836

Aisin Seiki Co. Ltd.

15,800

499,770

Aozora Bank Ltd.

482,000

1,218,664

Asahi Glass Co. Ltd.

58,000

507,967

Canon, Inc.

25,800

1,171,413

Chubu Electric Power Co., Inc.

42,600

779,498

Credit Saison Co. Ltd.

45,000

878,236

Denso Corp.

38,300

1,178,001

Dentsu, Inc.

23,700

713,704

Fanuc Corp.

4,900

792,384

Honda Motor Co. Ltd.

49,900

1,492,388

INPEX Corp.

150

990,439

Itochu Corp.

172,500

1,706,320

Japan Retail Fund Investment Corp.

1,012

1,566,749

Japan Tobacco, Inc.

516

2,579,382

JSR Corp.

42,300

807,615

JX Holdings, Inc.

200,600

1,168,621

KDDI Corp.

285

2,087,994

Mitsubishi Corp.

41,800

859,809

Mitsubishi Tanabe Pharma Corp.

73,400

1,269,783

Nippon Telegraph & Telephone Corp.

42,900

2,200,873

Obic Co. Ltd.

3,870

731,757

ORIX Corp.

9,540

832,713

Santen Pharmaceutical Co. Ltd.

19,900

742,635

Seven & i Holdings Co., Ltd.

39,300

1,048,884

Tokio Marine Holdings, Inc.

28,800

686,809

Tokyo Gas Co. Ltd.

313,000

1,348,051

Toray Industries, Inc.

127,000

904,026

USS Co. Ltd.

9,290

768,095

West Japan Railway Co.

37,700

1,597,689

TOTAL JAPAN

35,247,111

Common Stocks - continued

Shares

Value

Korea (South) - 0.6%

Samsung Electronics Co. Ltd.

1,050

$ 900,532

Mexico - 0.7%

Grupo Modelo SAB de CV Series C

163,000

1,033,913

Netherlands - 2.8%

ING Groep NV:

(Certificaten Van Aandelen) (a)

177,668

1,531,893

sponsored ADR (a)

57,141

493,698

Koninklijke KPN NV

58,620

770,356

Koninklijke Philips Electronics NV

38,000

791,149

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

28,900

997,878

TOTAL NETHERLANDS

4,584,974

Norway - 2.9%

Aker Solutions ASA

39,270

456,702

DnB NOR ASA

110,200

1,285,561

Orkla ASA (A Shares) (d)

114,700

999,165

Telenor ASA

111,600

1,992,428

TOTAL NORWAY

4,733,856

Portugal - 0.2%

Energias de Portugal SA

119,836

378,947

Singapore - 1.9%

Singapore Telecommunications Ltd.

686,000

1,733,801

United Overseas Bank Ltd.

102,480

1,389,391

TOTAL SINGAPORE

3,123,192

Spain - 2.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR (d)

249,725

2,257,514

Red Electrica Corporacion SA

11,600

561,462

Repsol YPF SA

37,297

1,130,375

TOTAL SPAIN

3,949,351

Sweden - 0.9%

Tele2 AB (B Shares)

29,100

614,177

Telefonaktiebolaget LM Ericsson (B Shares)

73,030

760,985

TOTAL SWEDEN

1,375,162

Switzerland - 7.6%

Nestle SA

61,138

3,546,150

Roche Holding AG (participation certificate)

27,505

4,535,324

Syngenta AG (Switzerland)

2,900

883,943

Transocean Ltd. (United States)

7,839

447,999

Common Stocks - continued

Shares

Value

Switzerland - continued

UBS AG (NY Shares) (a)

77,800

$ 981,836

Zurich Financial Services AG

8,111

1,883,678

TOTAL SWITZERLAND

12,278,930

United Kingdom - 27.1%

Aegis Group PLC

176,727

389,939

Aviva PLC

212,728

1,160,768

Barclays PLC

592,002

1,835,515

BP PLC sponsored ADR

103,035

4,552,086

British American Tobacco PLC (United Kingdom)

17,400

797,944

British Land Co. PLC

80,100

657,610

Centrica PLC

161,725

771,676

Compass Group PLC

90,200

821,038

GlaxoSmithKline PLC sponsored ADR

125,600

5,625,624

HSBC Holdings PLC sponsored ADR

29,770

1,299,758

Imperial Tobacco Group PLC

46,179

1,688,788

International Power PLC

201,018

1,093,323

National Grid PLC

207,100

2,059,381

Next PLC

11,800

485,046

Prudential PLC

170,349

1,759,882

Reed Elsevier PLC

164,300

1,412,295

Royal Dutch Shell PLC Class A sponsored ADR (d)

133,400

9,459,392

Scottish & Southern Energy PLC

68,827

1,487,641

Tesco PLC

129,900

839,277

Vodafone Group PLC sponsored ADR

202,766

5,645,005

TOTAL UNITED KINGDOM

43,841,988

TOTAL COMMON STOCKS

(Cost $170,522,198)

159,289,337

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.3%

Volkswagen AG

3,327

583,817

Italy - 0.3%

Telecom Italia SpA (Risparmio Shares)

489,900

514,204

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,433,774)

1,098,021

Money Market Funds - 7.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

143,971

$ 143,971

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

11,625,914

11,625,914

TOTAL MONEY MARKET FUNDS

(Cost $11,769,885)

 

11,769,885

TOTAL INVESTMENT PORTFOLIO - 106.5%

(Cost $183,725,857)

172,157,243

NET OTHER ASSETS (LIABILITIES) - (6.5)%

(10,572,704)

NET ASSETS - 100%

$ 161,584,539

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 3,498

Fidelity Securities Lending Cash Central Fund

221,316

Total

$ 224,814

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 43,841,988

$ 36,228,498

$ 7,613,490

$ -

Japan

35,247,111

-

35,247,111

-

Germany

17,180,958

15,575,813

1,605,145

-

France

13,770,360

9,129,668

4,640,692

-

Switzerland

12,278,930

11,394,987

883,943

-

Australia

10,205,675

-

10,205,675

-

Norway

4,733,856

4,733,856

-

-

Netherlands

4,584,974

1,264,054

3,320,920

-

Italy

4,395,884

817,635

3,578,249

-

Other

14,147,622

8,383,528

5,764,094

-

Money Market Funds

11,769,885

11,769,885

-

-

Total Investments in Securities:

$ 172,157,243

$ 99,297,924

$ 72,859,319

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $117,406,155 of which $17,089,067, $65,376,972, $3,571,319 and $31,368,797 will expire in fiscal 2016, 2017, 2018 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $11,205,139) - See accompanying schedule:

Unaffiliated issuers (cost $171,955,972)

$ 160,387,358

 

Fidelity Central Funds (cost $11,769,885)

11,769,885

 

Total Investments (cost $183,725,857)

 

$ 172,157,243

Foreign currency held at value (cost $6,508)

6,508

Receivable for investments sold

2,643,297

Receivable for fund shares sold

68,159

Dividends receivable

742,086

Distributions receivable from Fidelity Central Funds

1,186

Prepaid expenses

754

Other receivables

24,694

Total assets

175,643,927

 

 

 

Liabilities

Payable to custodian bank

$ 578

Payable for investments purchased

2,093,650

Payable for fund shares redeemed

155,013

Accrued management fee

82,006

Distribution and service plan fees payable

4,397

Other affiliated payables

40,042

Other payables and accrued expenses

57,788

Collateral on securities loaned, at value

11,625,914

Total liabilities

14,059,388

 

 

 

Net Assets

$ 161,584,539

Net Assets consist of:

 

Paid in capital

$ 286,936,774

Undistributed net investment income

4,796,682

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(118,590,823)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(11,558,094)

Net Assets

$ 161,584,539

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,667,585 ÷ 665,122 shares)

$ 7.02

 

 

 

Maximum offering price per share (100/94.25 of $7.02)

$ 7.45

Class T:
Net Asset Value
and redemption price per share ($2,467,516 ÷ 352,476 shares)

$ 7.00

 

 

 

Maximum offering price per share (100/96.50 of $7.00)

$ 7.25

Class B:
Net Asset Value
and offering price per share ($901,346 ÷ 128,716 shares)A

$ 7.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,108,020 ÷ 301,130 shares)A

$ 7.00

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($150,966,942 ÷ 21,486,993 shares)

$ 7.03

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($473,130 ÷ 67,196 shares)

$ 7.04

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 8,421,712

Interest

 

4,722

Income from Fidelity Central Funds

 

224,814

Income before foreign taxes withheld

 

8,651,248

Less foreign taxes withheld

 

(673,231)

Total income

 

7,978,017

 

 

 

Expenses

Management fee
Basic fee

$ 1,368,135

Performance adjustment

(134,111)

Transfer agent fees

451,985

Distribution and service plan fees

60,436

Accounting and security lending fees

110,463

Custodian fees and expenses

73,442

Independent trustees' compensation

1,067

Registration fees

73,513

Audit

70,906

Legal

763

Interest

381

Miscellaneous

1,736

Total expenses before reductions

2,078,716

Expense reductions

(53,706)

2,025,010

Net investment income (loss)

5,953,007

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(31,191,099)

Foreign currency transactions

(23,323)

Total net realized gain (loss)

 

(31,214,422)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $30,988)

(366,851)

Assets and liabilities in foreign currencies

(16,031)

Total change in net unrealized appreciation (depreciation)

 

(382,882)

Net gain (loss)

(31,597,304)

Net increase (decrease) in net assets resulting from operations

$ (25,644,297)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,953,007

$ 3,860,059

Net realized gain (loss)

(31,214,422)

(3,221,958)

Change in net unrealized appreciation (depreciation)

(382,882)

12,417,837

Net increase (decrease) in net assets resulting
from operations

(25,644,297)

13,055,938

Distributions to shareholders from net investment income

(4,441,935)

(3,135,757)

Distributions to shareholders from net realized gain

(710,581)

(123,529)

Total distributions

(5,152,516)

(3,259,286)

Share transactions - net increase (decrease)

18,454,243

(27,172,209)

Redemption fees

3,151

3,410

Total increase (decrease) in net assets

(12,339,419)

(17,372,147)

 

 

 

Net Assets

Beginning of period

173,923,958

191,296,105

End of period (including undistributed net investment income of $4,796,681 and undistributed net investment income of $3,475,373, respectively)

$ 161,584,539

$ 173,923,958

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 7.75

$ 5.93

$ 13.02

$ 10.60

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .22

  .15

  .12

  .21

  .18

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.53)

  2.29

Total from investment operations

  (.97)

  .59

  1.90

  (6.32)

  2.47

Distributions from net investment income

  (.19)

  (.11)

  (.08)

  (.15)

  (.03)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.23) H

  (.12)

  (.08)

  (.77)

  (.05)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Total Return A,B

  (12.19)%

  7.60%

  32.71%

  (51.50)%

  23.43%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of fee waivers, if any

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of all reductions

  1.34%

  1.38%

  1.32%

  1.41%

  1.37%

Net investment income (loss)

  2.79%

  1.93%

  1.86%

  2.05%

  1.49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,668

$ 4,699

$ 4,456

$ 2,854

$ 6,052

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.91

$ 12.99

$ 10.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .13

  .10

  .18

  .15

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.77

  (6.50)

  2.29

Total from investment operations

  (.99)

  .57

  1.87

  (6.32)

  2.44

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.14)

  (.02)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.21) H

  (.10)

  (.05)

  (.76)

  (.04)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Total Return A,B

  (12.42)%

  7.32%

  32.14%

  (51.60)%

  23.13%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.63%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.62%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of all reductions

  1.60%

  1.65%

  1.59%

  1.66%

  1.58%

Net investment income (loss)

  2.52%

  1.65%

  1.59%

  1.80%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,468

$ 2,276

$ 2,395

$ 2,087

$ 5,081

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.74

$ 5.88

$ 12.93

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.79

  (6.48)

  2.29

Total from investment operations

  (1.03)

  .53

  1.86

  (6.35)

  2.38

Distributions from net investment income

  (.13)

  (.06)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.01)

Total distributions

  (.17) H

  (.07)

  -

  (.70)

  (.01)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Total Return A,B

  (12.88)%

  6.82%

  31.63%

  (51.85)%

  22.59%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of all reductions

  2.09%

  2.13%

  2.07%

  2.17%

  2.08%

Net investment income (loss)

  2.04%

  1.18%

  1.11%

  1.29%

  .77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 901

$ 1,216

$ 1,076

$ 931

$ 2,651

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.88

$ 12.92

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.47)

  2.29

Total from investment operations

  (1.03)

  .53

  1.85

  (6.34)

  2.38

Distributions from net investment income

  (.14)

  (.05)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.17)

  (.06)

  -

  (.70)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Total Return A,B

  (12.84)%

  6.84%

  31.46%

  (51.80)%

  22.56%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of all reductions

  2.09%

  2.13%

  2.06%

  2.16%

  2.05%

Net investment income (loss)

  2.04%

  1.18%

  1.12%

  1.30%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,108

$ 2,123

$ 2,108

$ 1,784

$ 5,996

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 7.75

$ 5.95

$ 13.06

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .17

  .13

  .24

  .22

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.78

  (6.54)

  2.29

Total from investment operations

  (.95)

  .61

  1.91

  (6.30)

  2.51

Distributions from net investment income

  (.22)

  (.13)

  (.11)

  (.19)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.25)

  (.13) G

  (.11)

  (.81)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Total Return A

  (11.91)%

  7.95%

  33.09%

  (51.34)%

  23.81%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.04%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of all reductions

  1.01%

  1.08%

  1.06%

  1.09%

  1.02%

Net investment income (loss)

  3.11%

  2.23%

  2.12%

  2.37%

  1.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 150,967

$ 163,090

$ 180,447

$ 160,777

$ 381,148

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 7.76

$ 5.96

$ 13.07

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .18

  .14

  .25

  .22

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.54)

  2.30

Total from investment operations

  (.94)

  .62

  1.92

  (6.29)

  2.52

Distributions from net investment income

  (.22)

  (.14)

  (.12)

  (.20)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.26) H

  (.14) G

  (.12)

  (.82)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Total Return A

  (11.83)%

  8.05%

  33.06%

  (51.27)%

  23.91%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of fee waivers, if any

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of all reductions

  .96%

  .97%

  .92%

  1.01%

  .96%

Net investment income (loss)

  3.17%

  2.34%

  2.26%

  2.45%

  1.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 519

$ 814

$ 1,052

$ 3,965

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Value 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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.

Annual Report

3. Significant Accounting Policies - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 5,442,169

Gross unrealized depreciation

(18,195,451)

Net unrealized appreciation (depreciation) on securities and other investments

$ (12,753,282)

 

 

Tax Cost

$ 184,910,525

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,796,682

Capital loss carryforward

$ (117,406,155)

Net unrealized appreciation (depreciation)

$ (12,742,762)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,152,516

$ 3,259,286

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $179,038,500 and $159,238,201, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .64% 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%

$ 12,861

$ 112

Class T

.25%

.25%

14,090

-

Class B

.75%

.25%

11,042

8,286

Class C

.75%

.25%

22,443

5,109

 

 

 

$ 60,436

$ 13,507

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 5,585

Class T

1,051

Class B*

2,211

Class C*

426

 

$ 9,273

* 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

$ 15,549

.30

Class T

9,051

.32

Class B

3,337

.30

Class C

6,816

.30

International Value

416,398

.23

Institutional Class

834

.17

 

$ 451,985

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $763 for the period.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 3,563,727

.35%

$ 381

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $590 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

Fidelity Central Funds. Total security lending income during the period amounted to $221,316. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $14,939.

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 $38,767 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 109,917

$ 64,929

Class T

48,265

27,801

Class B

18,831

8,869

Class C

34,950

14,357

International Value

4,218,039

3,006,248

Institutional Class

11,933

13,553

Total

$ 4,441,935

$ 3,135,757

From net realized gain

 

 

Class A

$ 19,461

$ 2,899

Class T

9,435

1,544

Class B

4,893

715

Class C

8,796

1,354

International Value

666,153

116,522

Institutional Class

1,843

495

Total

$ 710,581

$ 123,529

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

297,051

216,581

$ 2,472,449

$ 1,676,019

Reinvestment of distributions

14,168

7,621

113,424

61,732

Shares redeemed

(217,894)

(227,521)

(1,776,674)

(1,766,121)

Net increase (decrease)

93,325

(3,319)

$ 809,199

$ (28,370)

Class T

 

 

 

 

Shares sold

184,684

82,344

$ 1,564,957

$ 635,080

Reinvestment of distributions

7,104

3,507

56,884

28,408

Shares redeemed

(116,856)

(118,025)

(949,653)

(899,018)

Net increase (decrease)

74,932

(32,174)

$ 672,188

$ (235,530)

Class B

 

 

 

 

Shares sold

10,615

44,963

$ 84,177

$ 346,949

Reinvestment of distributions

2,474

980

19,918

7,981

Shares redeemed

(32,689)

(36,625)

(270,345)

(286,374)

Net increase (decrease)

(19,600)

9,318

$ (166,250)

$ 68,556

Class C

 

 

 

 

Shares sold

94,118

56,757

$ 764,274

$ 434,910

Reinvestment of distributions

4,468

1,540

35,965

12,532

Shares redeemed

(56,323)

(72,014)

(453,389)

(560,469)

Net increase (decrease)

42,263

(13,717)

$ 346,850

$ (113,027)

International Value

 

 

 

 

Shares sold

9,000,450

3,662,730

$ 76,813,955

$ 28,403,948

Reinvestment of distributions

587,427

369,795

4,695,920

2,987,943

Shares redeemed

(7,927,908)

(7,496,748)

(64,758,392)

(57,917,334)

Net increase (decrease)

1,659,969

(3,464,223)

$ 16,751,483

$ (26,525,443)

Institutional Class

 

 

 

 

Shares sold

19,868

16,581

$ 168,608

$ 128,469

Reinvestment of distributions

395

185

3,160

1,498

Shares redeemed

(16,071)

(58,573)

(130,995)

(468,362)

Net increase (decrease)

4,192

(41,807)

$ 40,773

$ (338,395)

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were owners of record of approximately 19% and 18%, respectively, of the total outstanding shares of the Fund.

The VIP FundsManager Portfolios were owners of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

A percentage of the dividends distributed during the fiscal year for the following fund may be taken into account as a dividend for the purpose of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

December 3, 2010

December 30, 2010

Class A

73%

78%

Class T

80%

78%

Class B

100%

78%

Class C

100%

78%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/2010

$0.159

$0.011

Class A

12/31/2010

$0.021

$0.000

Class T

12/06/2010

$0.146

$0.011

Class T

12/31/2010

$0.021

$0.000

Class B

12/06/2010

$0.114

$0.011

Class B

12/31/2010

$0.021

$0.000

Class C

12/06/2010

$0.117

$0.011

Class C

12/31/2010

$0.021

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31265

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for the one-year period and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31267

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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 (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

dif30550

AFIV-UANN-1211
1.827496.105

(Fidelity Logo)

Fidelity Advisor®

International Value

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Value Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Life of
class
A

  Institutional Class

-11.83%

-5.21%

-3.74%

A From May 18, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Value Fund - Institutional Class on May 18, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Value Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Alex Zavratsky, who became Portfolio Manager of Fidelity Advisor® International Value Fund on September 6, 2011: For the year, the fund's Institutional Class shares declined 11.83%, trailing the 5.33% drop of the benchmark MSCI® EAFE® (Europe, Australasia, Far East) Value Index. In geographic terms, weak stock picking in and a lack of exposure to the comparatively healthy Asia Pacific ex Japan region, especially Australia, was detrimental to performance. Stock selection also was detrimental in the U.K., continental Europe - particularly France - and Japan. Sector-wise, the biggest source of weakness was the financials sector, where holdings in several European banks were among the biggest detractors, including France-based Societe Generale, Italy's Intesa Sanpaolo and an out-of-index stake in Lloyds Banking Group in the U.K. Elsewhere within financials, French insurance firm AXA and ING Groep, a diversified financials company in the Netherlands, hampered results. Picks in energy, consumer discretionary and industrials also hurt. However, positioning in utilities was a bright spot. Here, the fund's lack of exposure to Japanese utility Tokyo Electric Power, a benchmark component, was the biggest individual contributor, while out-of-index stakes in Swiss pharma firm Roche Holding and Canada-based miner Yamana Gold also aided results. Some of the stocks I've mentioned in this report were sold from the fund by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to
October 31, 2011

Class A

1.35%

 

 

 

Actual

 

$ 1,000.00

$ 778.30

$ 6.05

Hypothetical A

 

$ 1,000.00

$ 1,018.40

$ 6.87

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 776.90

$ 7.26

Hypothetical A

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.35

Hypothetical A

 

$ 1,000.00

$ 1,014.67

$ 10.61

Class C

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 774.30

$ 9.39

Hypothetical A

 

$ 1,000.00

$ 1,014.62

$ 10.66

International Value

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 779.40

$ 4.57

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.19

Institutional Class

.98%

 

 

 

Actual

 

$ 1,000.00

$ 778.80

$ 4.39

Hypothetical A

 

$ 1,000.00

$ 1,020.27

$ 4.99

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 27.1%

 

dif30472

Japan 21.8%

 

dif30474

Germany 10.6%

 

dif30476

France 8.5%

 

dif30478

Switzerland 7.6%

 

dif30480

Australia 6.3%

 

dif30482

Norway 2.9%

 

dif30484

Netherlands 2.8%

 

dif30486

Italy 2.7%

 

dif30488

Other 9.7%

 

dif31334

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 20.1%

 

dif30472

Japan 17.0%

 

dif30474

France 9.9%

 

dif30476

Germany 7.5%

 

dif30478

Spain 6.3%

 

dif30480

Switzerland 4.8%

 

dif30482

Netherlands 4.0%

 

dif30484

Canada 3.3%

 

dif30486

Hong Kong 3.2%

 

dif30488

Other 23.9%

 

dif31346

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.2

98.0

Short-Term Investments and Net Other Assets

0.8

2.0

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

5.9

4.4

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.5

2.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

3.5

1.8

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.9

0.3

Sanofi-aventis (France, Pharmaceuticals)

2.9

0.0

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.8

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.8

1.9

Nestle SA (Switzerland, Food Products)

2.2

0.0

Allianz AG (Germany, Insurance)

2.0

0.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

1.9

0.0

 

30.4

 

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.1

35.6

Energy

13.2

12.6

Health Care

11.7

5.3

Telecommunication Services

11.6

6.0

Consumer Staples

9.1

1.8

Utilities

7.8

5.3

Consumer Discretionary

7.5

10.3

Industrials

6.4

8.8

Materials

5.1

7.6

Information Technology

2.7

4.7

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

Australia - 6.3%

Australia & New Zealand Banking Group Ltd.

138,811

$ 3,136,930

Commonwealth Bank of Australia

90,577

4,653,389

Macquarie Group Ltd.

29,691

764,505

Telstra Corp. Ltd.

508,385

1,650,851

TOTAL AUSTRALIA

10,205,675

Bailiwick of Guernsey - 0.3%

Resolution Ltd.

112,600

497,979

Bailiwick of Jersey - 0.5%

Wolseley PLC

29,862

863,473

France - 8.5%

Atos Origin SA

13,608

659,501

BNP Paribas SA

45,993

2,090,893

Casino Guichard Perrachon et Compagnie

8,507

799,611

Compagnie de St. Gobain

13,677

637,671

Euler Hermes SA

4,358

315,785

GDF Suez

52,500

1,490,512

Pernod-Ricard SA

9,200

859,402

PPR SA

8,725

1,363,214

Sanofi-aventis

64,860

4,640,692

Unibail-Rodamco

4,566

913,079

TOTAL FRANCE

13,770,360

Germany - 10.3%

Allianz AG

24,614

2,766,282

Allianz AG sponsored ADR

43,400

486,080

BASF AG

41,646

3,065,547

Bayer AG

31,246

2,001,858

Daimler AG (United States) (d)

30,700

1,560,788

Deutsche Telekom AG

119,500

1,520,467

E.ON AG

72,160

1,748,588

HeidelbergCement AG

15,400

702,872

Metro AG

12,500

582,795

Siemens AG

15,311

1,605,145

Volkswagen AG

3,535

556,719

TOTAL GERMANY

16,597,141

Hong Kong - 0.6%

Henderson Land Development Co. Ltd.

20,000

109,321

Power Assets Holdings Ltd.

114,500

870,064

TOTAL HONG KONG

979,385

Common Stocks - continued

Shares

Value

Ireland - 0.7%

CRH PLC sponsored ADR (d)

56,800

$ 1,045,688

Italy - 2.4%

ENI SpA

138,600

3,064,045

Intesa Sanpaolo SpA

457,645

817,635

TOTAL ITALY

3,881,680

Japan - 21.8%

ABC-Mart, Inc.

13,900

544,420

Aeon Credit Service Co. Ltd.

51,800

772,586

Air Water, Inc.

63,000

799,836

Aisin Seiki Co. Ltd.

15,800

499,770

Aozora Bank Ltd.

482,000

1,218,664

Asahi Glass Co. Ltd.

58,000

507,967

Canon, Inc.

25,800

1,171,413

Chubu Electric Power Co., Inc.

42,600

779,498

Credit Saison Co. Ltd.

45,000

878,236

Denso Corp.

38,300

1,178,001

Dentsu, Inc.

23,700

713,704

Fanuc Corp.

4,900

792,384

Honda Motor Co. Ltd.

49,900

1,492,388

INPEX Corp.

150

990,439

Itochu Corp.

172,500

1,706,320

Japan Retail Fund Investment Corp.

1,012

1,566,749

Japan Tobacco, Inc.

516

2,579,382

JSR Corp.

42,300

807,615

JX Holdings, Inc.

200,600

1,168,621

KDDI Corp.

285

2,087,994

Mitsubishi Corp.

41,800

859,809

Mitsubishi Tanabe Pharma Corp.

73,400

1,269,783

Nippon Telegraph & Telephone Corp.

42,900

2,200,873

Obic Co. Ltd.

3,870

731,757

ORIX Corp.

9,540

832,713

Santen Pharmaceutical Co. Ltd.

19,900

742,635

Seven & i Holdings Co., Ltd.

39,300

1,048,884

Tokio Marine Holdings, Inc.

28,800

686,809

Tokyo Gas Co. Ltd.

313,000

1,348,051

Toray Industries, Inc.

127,000

904,026

USS Co. Ltd.

9,290

768,095

West Japan Railway Co.

37,700

1,597,689

TOTAL JAPAN

35,247,111

Common Stocks - continued

Shares

Value

Korea (South) - 0.6%

Samsung Electronics Co. Ltd.

1,050

$ 900,532

Mexico - 0.7%

Grupo Modelo SAB de CV Series C

163,000

1,033,913

Netherlands - 2.8%

ING Groep NV:

(Certificaten Van Aandelen) (a)

177,668

1,531,893

sponsored ADR (a)

57,141

493,698

Koninklijke KPN NV

58,620

770,356

Koninklijke Philips Electronics NV

38,000

791,149

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

28,900

997,878

TOTAL NETHERLANDS

4,584,974

Norway - 2.9%

Aker Solutions ASA

39,270

456,702

DnB NOR ASA

110,200

1,285,561

Orkla ASA (A Shares) (d)

114,700

999,165

Telenor ASA

111,600

1,992,428

TOTAL NORWAY

4,733,856

Portugal - 0.2%

Energias de Portugal SA

119,836

378,947

Singapore - 1.9%

Singapore Telecommunications Ltd.

686,000

1,733,801

United Overseas Bank Ltd.

102,480

1,389,391

TOTAL SINGAPORE

3,123,192

Spain - 2.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR (d)

249,725

2,257,514

Red Electrica Corporacion SA

11,600

561,462

Repsol YPF SA

37,297

1,130,375

TOTAL SPAIN

3,949,351

Sweden - 0.9%

Tele2 AB (B Shares)

29,100

614,177

Telefonaktiebolaget LM Ericsson (B Shares)

73,030

760,985

TOTAL SWEDEN

1,375,162

Switzerland - 7.6%

Nestle SA

61,138

3,546,150

Roche Holding AG (participation certificate)

27,505

4,535,324

Syngenta AG (Switzerland)

2,900

883,943

Transocean Ltd. (United States)

7,839

447,999

Common Stocks - continued

Shares

Value

Switzerland - continued

UBS AG (NY Shares) (a)

77,800

$ 981,836

Zurich Financial Services AG

8,111

1,883,678

TOTAL SWITZERLAND

12,278,930

United Kingdom - 27.1%

Aegis Group PLC

176,727

389,939

Aviva PLC

212,728

1,160,768

Barclays PLC

592,002

1,835,515

BP PLC sponsored ADR

103,035

4,552,086

British American Tobacco PLC (United Kingdom)

17,400

797,944

British Land Co. PLC

80,100

657,610

Centrica PLC

161,725

771,676

Compass Group PLC

90,200

821,038

GlaxoSmithKline PLC sponsored ADR

125,600

5,625,624

HSBC Holdings PLC sponsored ADR

29,770

1,299,758

Imperial Tobacco Group PLC

46,179

1,688,788

International Power PLC

201,018

1,093,323

National Grid PLC

207,100

2,059,381

Next PLC

11,800

485,046

Prudential PLC

170,349

1,759,882

Reed Elsevier PLC

164,300

1,412,295

Royal Dutch Shell PLC Class A sponsored ADR (d)

133,400

9,459,392

Scottish & Southern Energy PLC

68,827

1,487,641

Tesco PLC

129,900

839,277

Vodafone Group PLC sponsored ADR

202,766

5,645,005

TOTAL UNITED KINGDOM

43,841,988

TOTAL COMMON STOCKS

(Cost $170,522,198)

159,289,337

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.3%

Volkswagen AG

3,327

583,817

Italy - 0.3%

Telecom Italia SpA (Risparmio Shares)

489,900

514,204

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,433,774)

1,098,021

Money Market Funds - 7.3%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

143,971

$ 143,971

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

11,625,914

11,625,914

TOTAL MONEY MARKET FUNDS

(Cost $11,769,885)

 

11,769,885

TOTAL INVESTMENT PORTFOLIO - 106.5%

(Cost $183,725,857)

172,157,243

NET OTHER ASSETS (LIABILITIES) - (6.5)%

(10,572,704)

NET ASSETS - 100%

$ 161,584,539

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 3,498

Fidelity Securities Lending Cash Central Fund

221,316

Total

$ 224,814

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 43,841,988

$ 36,228,498

$ 7,613,490

$ -

Japan

35,247,111

-

35,247,111

-

Germany

17,180,958

15,575,813

1,605,145

-

France

13,770,360

9,129,668

4,640,692

-

Switzerland

12,278,930

11,394,987

883,943

-

Australia

10,205,675

-

10,205,675

-

Norway

4,733,856

4,733,856

-

-

Netherlands

4,584,974

1,264,054

3,320,920

-

Italy

4,395,884

817,635

3,578,249

-

Other

14,147,622

8,383,528

5,764,094

-

Money Market Funds

11,769,885

11,769,885

-

-

Total Investments in Securities:

$ 172,157,243

$ 99,297,924

$ 72,859,319

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $117,406,155 of which $17,089,067, $65,376,972, $3,571,319 and $31,368,797 will expire in fiscal 2016, 2017, 2018 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

Assets

Investment in securities, at value (including securities loaned of $11,205,139) - See accompanying schedule:

Unaffiliated issuers (cost $171,955,972)

$ 160,387,358

 

Fidelity Central Funds (cost $11,769,885)

11,769,885

 

Total Investments (cost $183,725,857)

 

$ 172,157,243

Foreign currency held at value (cost $6,508)

6,508

Receivable for investments sold

2,643,297

Receivable for fund shares sold

68,159

Dividends receivable

742,086

Distributions receivable from Fidelity Central Funds

1,186

Prepaid expenses

754

Other receivables

24,694

Total assets

175,643,927

 

 

 

Liabilities

Payable to custodian bank

$ 578

Payable for investments purchased

2,093,650

Payable for fund shares redeemed

155,013

Accrued management fee

82,006

Distribution and service plan fees payable

4,397

Other affiliated payables

40,042

Other payables and accrued expenses

57,788

Collateral on securities loaned, at value

11,625,914

Total liabilities

14,059,388

 

 

 

Net Assets

$ 161,584,539

Net Assets consist of:

 

Paid in capital

$ 286,936,774

Undistributed net investment income

4,796,682

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(118,590,823)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(11,558,094)

Net Assets

$ 161,584,539

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,667,585 ÷ 665,122 shares)

$ 7.02

 

 

 

Maximum offering price per share (100/94.25 of $7.02)

$ 7.45

Class T:
Net Asset Value
and redemption price per share ($2,467,516 ÷ 352,476 shares)

$ 7.00

 

 

 

Maximum offering price per share (100/96.50 of $7.00)

$ 7.25

Class B:
Net Asset Value
and offering price per share ($901,346 ÷ 128,716 shares)A

$ 7.00

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,108,020 ÷ 301,130 shares)A

$ 7.00

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($150,966,942 ÷ 21,486,993 shares)

$ 7.03

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($473,130 ÷ 67,196 shares)

$ 7.04

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

Investment Income

 

 

Dividends

 

$ 8,421,712

Interest

 

4,722

Income from Fidelity Central Funds

 

224,814

Income before foreign taxes withheld

 

8,651,248

Less foreign taxes withheld

 

(673,231)

Total income

 

7,978,017

 

 

 

Expenses

Management fee
Basic fee

$ 1,368,135

Performance adjustment

(134,111)

Transfer agent fees

451,985

Distribution and service plan fees

60,436

Accounting and security lending fees

110,463

Custodian fees and expenses

73,442

Independent trustees' compensation

1,067

Registration fees

73,513

Audit

70,906

Legal

763

Interest

381

Miscellaneous

1,736

Total expenses before reductions

2,078,716

Expense reductions

(53,706)

2,025,010

Net investment income (loss)

5,953,007

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(31,191,099)

Foreign currency transactions

(23,323)

Total net realized gain (loss)

 

(31,214,422)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $30,988)

(366,851)

Assets and liabilities in foreign currencies

(16,031)

Total change in net unrealized appreciation (depreciation)

 

(382,882)

Net gain (loss)

(31,597,304)

Net increase (decrease) in net assets resulting from operations

$ (25,644,297)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,953,007

$ 3,860,059

Net realized gain (loss)

(31,214,422)

(3,221,958)

Change in net unrealized appreciation (depreciation)

(382,882)

12,417,837

Net increase (decrease) in net assets resulting
from operations

(25,644,297)

13,055,938

Distributions to shareholders from net investment income

(4,441,935)

(3,135,757)

Distributions to shareholders from net realized gain

(710,581)

(123,529)

Total distributions

(5,152,516)

(3,259,286)

Share transactions - net increase (decrease)

18,454,243

(27,172,209)

Redemption fees

3,151

3,410

Total increase (decrease) in net assets

(12,339,419)

(17,372,147)

 

 

 

Net Assets

Beginning of period

173,923,958

191,296,105

End of period (including undistributed net investment income of $4,796,681 and undistributed net investment income of $3,475,373, respectively)

$ 161,584,539

$ 173,923,958

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 7.75

$ 5.93

$ 13.02

$ 10.60

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .22

  .15

  .12

  .21

  .18

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.53)

  2.29

Total from investment operations

  (.97)

  .59

  1.90

  (6.32)

  2.47

Distributions from net investment income

  (.19)

  (.11)

  (.08)

  (.15)

  (.03)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.23) H

  (.12)

  (.08)

  (.77)

  (.05)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Total Return A,B

  (12.19)%

  7.60%

  32.71%

  (51.50)%

  23.43%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of fee waivers, if any

  1.36%

  1.40%

  1.34%

  1.42%

  1.38%

Expenses net of all reductions

  1.34%

  1.38%

  1.32%

  1.41%

  1.37%

Net investment income (loss)

  2.79%

  1.93%

  1.86%

  2.05%

  1.49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,668

$ 4,699

$ 4,456

$ 2,854

$ 6,052

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.91

$ 12.99

$ 10.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .13

  .10

  .18

  .15

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.77

  (6.50)

  2.29

Total from investment operations

  (.99)

  .57

  1.87

  (6.32)

  2.44

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.14)

  (.02)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.21) H

  (.10)

  (.05)

  (.76)

  (.04)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Total Return A,B

  (12.42)%

  7.32%

  32.14%

  (51.60)%

  23.13%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.63%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.62%

  1.67%

  1.60%

  1.67%

  1.60%

Expenses net of all reductions

  1.60%

  1.65%

  1.59%

  1.66%

  1.58%

Net investment income (loss)

  2.52%

  1.65%

  1.59%

  1.80%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,468

$ 2,276

$ 2,395

$ 2,087

$ 5,081

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.74

$ 5.88

$ 12.93

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.79

  (6.48)

  2.29

Total from investment operations

  (1.03)

  .53

  1.86

  (6.35)

  2.38

Distributions from net investment income

  (.13)

  (.06)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.01)

Total distributions

  (.17) H

  (.07)

  -

  (.70)

  (.01)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Total Return A,B

  (12.88)%

  6.82%

  31.63%

  (51.85)%

  22.59%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.18%

  2.10%

Expenses net of all reductions

  2.09%

  2.13%

  2.07%

  2.17%

  2.08%

Net investment income (loss)

  2.04%

  1.18%

  1.11%

  1.29%

  .77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 901

$ 1,216

$ 1,076

$ 931

$ 2,651

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.20

$ 7.73

$ 5.88

$ 12.92

$ 10.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .09

  .07

  .13

  .09

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.47)

  2.29

Total from investment operations

  (1.03)

  .53

  1.85

  (6.34)

  2.38

Distributions from net investment income

  (.14)

  (.05)

  -

  (.08)

  -

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.17)

  (.06)

  -

  (.70)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Total Return A,B

  (12.84)%

  6.84%

  31.46%

  (51.80)%

  22.56%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of fee waivers, if any

  2.11%

  2.15%

  2.08%

  2.17%

  2.07%

Expenses net of all reductions

  2.09%

  2.13%

  2.06%

  2.16%

  2.05%

Net investment income (loss)

  2.04%

  1.18%

  1.12%

  1.30%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,108

$ 2,123

$ 2,108

$ 1,784

$ 5,996

Portfolio turnover rate E

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 7.75

$ 5.95

$ 13.06

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .17

  .13

  .24

  .22

Net realized and unrealized gain (loss)

  (1.20)

  .44

  1.78

  (6.54)

  2.29

Total from investment operations

  (.95)

  .61

  1.91

  (6.30)

  2.51

Distributions from net investment income

  (.22)

  (.13)

  (.11)

  (.19)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.25)

  (.13) G

  (.11)

  (.81)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Total Return A

  (11.91)%

  7.95%

  33.09%

  (51.34)%

  23.81%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.04%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of fee waivers, if any

  1.03%

  1.09%

  1.07%

  1.10%

  1.03%

Expenses net of all reductions

  1.01%

  1.08%

  1.06%

  1.09%

  1.02%

Net investment income (loss)

  3.11%

  2.23%

  2.12%

  2.37%

  1.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 150,967

$ 163,090

$ 180,447

$ 160,777

$ 381,148

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 7.76

$ 5.96

$ 13.07

$ 10.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .25

  .18

  .14

  .25

  .22

Net realized and unrealized gain (loss)

  (1.19)

  .44

  1.78

  (6.54)

  2.30

Total from investment operations

  (.94)

  .62

  1.92

  (6.29)

  2.52

Distributions from net investment income

  (.22)

  (.14)

  (.12)

  (.20)

  (.04)

Distributions from net realized gain

  (.03)

  (.01)

  -

  (.62)

  (.02)

Total distributions

  (.26) H

  (.14) G

  (.12)

  (.82)

  (.06)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Total Return A

  (11.83)%

  8.05%

  33.06%

  (51.27)%

  23.91%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of fee waivers, if any

  .98%

  .98%

  .93%

  1.02%

  .98%

Expenses net of all reductions

  .96%

  .97%

  .92%

  1.01%

  .96%

Net investment income (loss)

  3.17%

  2.34%

  2.26%

  2.45%

  1.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 473

$ 519

$ 814

$ 1,052

$ 3,965

Portfolio turnover rate D

  83%

  43%

  46%

  68%

  59%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (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, International Value 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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.

Annual Report

3. Significant Accounting Policies - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 5,442,169

Gross unrealized depreciation

(18,195,451)

Net unrealized appreciation (depreciation) on securities and other investments

$ (12,753,282)

 

 

Tax Cost

$ 184,910,525

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,796,682

Capital loss carryforward

$ (117,406,155)

Net unrealized appreciation (depreciation)

$ (12,742,762)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 5,152,516

$ 3,259,286

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $179,038,500 and $159,238,201, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .64% 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%

$ 12,861

$ 112

Class T

.25%

.25%

14,090

-

Class B

.75%

.25%

11,042

8,286

Class C

.75%

.25%

22,443

5,109

 

 

 

$ 60,436

$ 13,507

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% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 5,585

Class T

1,051

Class B*

2,211

Class C*

426

 

$ 9,273

* 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

$ 15,549

.30

Class T

9,051

.32

Class B

3,337

.30

Class C

6,816

.30

International Value

416,398

.23

Institutional Class

834

.17

 

$ 451,985

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $763 for the period.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 3,563,727

.35%

$ 381

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $590 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

Fidelity Central Funds. Total security lending income during the period amounted to $221,316. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $14,939.

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 $38,767 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 109,917

$ 64,929

Class T

48,265

27,801

Class B

18,831

8,869

Class C

34,950

14,357

International Value

4,218,039

3,006,248

Institutional Class

11,933

13,553

Total

$ 4,441,935

$ 3,135,757

From net realized gain

 

 

Class A

$ 19,461

$ 2,899

Class T

9,435

1,544

Class B

4,893

715

Class C

8,796

1,354

International Value

666,153

116,522

Institutional Class

1,843

495

Total

$ 710,581

$ 123,529

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

297,051

216,581

$ 2,472,449

$ 1,676,019

Reinvestment of distributions

14,168

7,621

113,424

61,732

Shares redeemed

(217,894)

(227,521)

(1,776,674)

(1,766,121)

Net increase (decrease)

93,325

(3,319)

$ 809,199

$ (28,370)

Class T

 

 

 

 

Shares sold

184,684

82,344

$ 1,564,957

$ 635,080

Reinvestment of distributions

7,104

3,507

56,884

28,408

Shares redeemed

(116,856)

(118,025)

(949,653)

(899,018)

Net increase (decrease)

74,932

(32,174)

$ 672,188

$ (235,530)

Class B

 

 

 

 

Shares sold

10,615

44,963

$ 84,177

$ 346,949

Reinvestment of distributions

2,474

980

19,918

7,981

Shares redeemed

(32,689)

(36,625)

(270,345)

(286,374)

Net increase (decrease)

(19,600)

9,318

$ (166,250)

$ 68,556

Class C

 

 

 

 

Shares sold

94,118

56,757

$ 764,274

$ 434,910

Reinvestment of distributions

4,468

1,540

35,965

12,532

Shares redeemed

(56,323)

(72,014)

(453,389)

(560,469)

Net increase (decrease)

42,263

(13,717)

$ 346,850

$ (113,027)

International Value

 

 

 

 

Shares sold

9,000,450

3,662,730

$ 76,813,955

$ 28,403,948

Reinvestment of distributions

587,427

369,795

4,695,920

2,987,943

Shares redeemed

(7,927,908)

(7,496,748)

(64,758,392)

(57,917,334)

Net increase (decrease)

1,659,969

(3,464,223)

$ 16,751,483

$ (26,525,443)

Institutional Class

 

 

 

 

Shares sold

19,868

16,581

$ 168,608

$ 128,469

Reinvestment of distributions

395

185

3,160

1,498

Shares redeemed

(16,071)

(58,573)

(130,995)

(468,362)

Net increase (decrease)

4,192

(41,807)

$ 40,773

$ (338,395)

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were owners of record of approximately 19% and 18%, respectively, of the total outstanding shares of the Fund.

The VIP FundsManager Portfolios were owners of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (47)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

A percentage of the dividends distributed during the fiscal year for the following fund may be taken into account as a dividend for the purpose of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

December 3, 2010

December 30, 2010

Institutional Class

64%

78%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/2010

$0.182

$0.011

Institutional Class

12/31/2010

$0.021

$0.000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31265

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the fourth quartile for the one-year period and the third quartile for the three-year period. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

dif31267

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2010 and the total expense ratio of Class T ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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 (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

dif30550

AFIVI-UANN-1211
1.827488.105

Fidelity®

Overseas
Fund -

Class K

Annual Report

October 31, 2011

(Fidelity Cover Art)


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Class K A

-5.67%

-3.71%

4.52%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Overseas Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Overseas Fund - Class K on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Ian Hart, Portfolio Manager of Fidelity® Overseas Fund: For the year, the fund's Class K shares returned -5.67%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock picks in energy, information technology, telecommunication services and financials hurt, although my decision to underweight banks partially offset losses in the latter category. Geographically, security selection in the U.K. detracted, due in part to underweighting several mega-cap stocks such as oil producer and index component BP, which posted a double-digit gain. I sold BP by period end. Out-of-benchmark picks in emerging markets also held back performance. On an individual stock level, the fund was hurt by an overweighting in offshore drilling company Transocean, which owned the Deepwater Horizon rig that exploded in the Gulf of Mexico last year; NII Holdings, a U.S.-based operator of mobile networks in Latin America; and a small position in Norwegian oil-services company Sevan Marine, which I sold in June. Conversely, positioning in consumer discretionary aided performance, as did good stock picks and a sizable overweighting in food/beverage/tobacco. The fund's top relative contributor was Japan Tobacco, a strong defensive stock. In the luxury goods area, contributions included an out-of-index stake in luxury goods maker Bulgari, which was acquired in the period, and sold from the fund after the deal's March announcement, and stakes in spirits maker Pernod Ricard and luxury apparel maker Christian Dior, the fund's two largest holdings at period end. Strong security selection in Europe ex U.K. easily overshadowed the negative impact of various market weightings in some countries there.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Overseas Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Overseas

.69%

 

 

 

Actual

 

$ 1,000.00

$ 823.40

$ 3.17

HypotheticalA

 

$ 1,000.00

$ 1,021.73

$ 3.52

Class K

.52%

 

 

 

Actual

 

$ 1,000.00

$ 823.90

$ 2.39

HypotheticalA

 

$ 1,000.00

$ 1,022.58

$ 2.65

Class F

.46%

 

 

 

Actual

 

$ 1,000.00

$ 824.10

$ 2.11

HypotheticalA

 

$ 1,000.00

$ 1,022.89

$ 2.35

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Fidelity Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

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France

21.4%

 

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Germany

16.3%

 

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Japan

11.7%

 

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United Kingdom

11.6%

 

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United States of America

8.6%

 

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Australia

4.4%

 

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Switzerland

4.1%

 

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Italy

3.8%

 

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Spain

2.6%

 

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Other

15.5%

 

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Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

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France

21.7%

 

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Germany

14.6%

 

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United Kingdom

14.5%

 

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Japan

14.2%

 

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Switzerland

5.5%

 

dif31375

Italy

3.9%

 

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United States of America

3.4%

 

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Cayman Islands

3.0%

 

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Norway

2.4%

 

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Other

16.8%

 

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Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

91.8

97.6

Short-Term Investments and Net Other Assets

8.2

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pernod Ricard SA (France, Beverages)

7.0

5.7

Christian Dior SA (France, Textiles, Apparel & Luxury Goods)

6.2

4.0

Porsche Automobil Holding SE (Germany) (Germany, Automobiles)

5.6

1.3

SAP AG (Germany, Software)

2.7

2.9

Mazda Motor Corp. (Japan, Automobiles)

2.3

2.6

Saipem SpA (Italy, Energy Equipment & Services)

1.5

2.3

The Swatch Group AG (Bearer) (Switzerland, Textiles, Apparel & Luxury Goods)

1.5

1.5

Imperial Tobacco Group PLC (United Kingdom, Tobacco)

1.5

1.9

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.4

1.0

WPP PLC (Bailiwick of Jersey, Media)

1.4

1.2

 

31.1

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

23.3

20.6

Financials

15.4

13.7

Consumer Staples

11.4

12.1

Materials

10.1

12.6

Industrials

7.5

10.8

Energy

6.6

14.6

Information Technology

6.6

7.6

Telecommunication Services

5.9

2.2

Health Care

3.1

2.1

Utilities

1.9

1.3

Annual Report

Fidelity Overseas Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 85.5%

Shares

Value

Australia - 4.4%

Australia & New Zealand Banking Group Ltd.

1,214,597

$ 27,448,154

BHP Billiton Ltd.

659,177

25,805,692

Commonwealth Bank of Australia

543,974

27,946,636

Macquarie Group Ltd.

439,886

11,326,499

Newcrest Mining Ltd.

667,135

23,580,019

TOTAL AUSTRALIA

116,107,000

Bailiwick of Jersey - 1.6%

Wolseley PLC

189,900

5,491,041

WPP PLC

3,658,375

37,875,145

TOTAL BAILIWICK OF JERSEY

43,366,186

Belgium - 2.5%

Anheuser-Busch InBev SA NV

557,112

30,899,753

Groupe Bruxelles Lambert SA

468,500

36,204,263

TOTAL BELGIUM

67,104,016

Bermuda - 0.3%

Li & Fung Ltd.

4,008,000

7,724,195

Brazil - 0.2%

BM&F Bovespa SA

1,062,400

6,341,486

Canada - 0.6%

Potash Corp. of Saskatchewan, Inc.

320,200

15,154,774

Cayman Islands - 2.3%

3SBio, Inc. sponsored ADR (a)

440,300

5,067,853

China Medical System Holding Ltd.

7,584,250

5,568,755

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)(d)

2,693,500

30,894,445

Minth Group Ltd.

11,902,000

12,349,112

Yingde Gases Group Co. Ltd.

7,799,100

8,317,251

TOTAL CAYMAN ISLANDS

62,197,416

Denmark - 0.9%

Danske Bank A/S (a)

493,663

6,840,172

Novo Nordisk A/S Series B

170,100

18,061,767

TOTAL DENMARK

24,901,939

Finland - 0.5%

Outotec Oyj

258,300

12,075,045

France - 21.4%

Accor SA

188,600

6,200,139

Alcatel-Lucent SA sponsored ADR (a)

4,144,600

11,356,204

Alstom SA

833,508

31,259,626

Atos Origin SA

205,351

9,952,167

AXA SA

882,837

14,380,093

BNP Paribas SA

387,126

17,599,180

Cap Gemini SA

253,800

9,736,202

Christian Dior SA

1,177,000

166,631,386

Compagnie Generale de Geophysique SA (a)

285,800

6,245,460

EDF SA

349,100

10,488,524

GDF Suez

272,000

7,722,273

 

Shares

Value

JC Decaux SA (a)

289,800

$ 7,766,415

Laurent-Perrier Group

100,819

10,394,494

Pernod Ricard SA

1,987,126

185,623,904

Safran SA

649,100

21,262,512

Sanofi-aventis

504,882

36,123,991

Vivendi

333,479

7,499,401

Wendel SA

152,300

11,373,040

TOTAL FRANCE

571,615,011

Germany - 10.0%

Allianz AG

330,245

37,115,086

BASF AG

177,414

13,059,381

Bayer AG

305,997

19,604,509

Deutsche Boerse AG

201,492

11,153,791

E.ON AG

670,598

16,249,990

HeidelbergCement AG

325,329

14,848,348

Linde AG

181,207

28,826,284

Metro AG

118,700

5,534,220

Munich Re Group

120,668

16,275,084

Puma AG

34,100

10,995,501

RWE AG

171,000

7,323,038

SAP AG

1,175,607

71,096,806

Siemens AG

147,088

15,420,124

TOTAL GERMANY

267,502,162

Hong Kong - 0.4%

China Unicom (Hong Kong) Ltd. sponsored ADR (d)

555,000

11,161,050

India - 0.6%

Bharti Airtel Ltd.

1,886,222

15,106,224

Ireland - 0.3%

CRH PLC

515,000

9,319,038

Italy - 3.8%

Ansaldo STS SpA

334,000

3,542,936

Assicurazioni Generali SpA

327,500

5,905,551

ENI SpA

772,300

17,073,321

Fiat Industrial SpA (a)

1,326,000

11,569,999

Intesa Sanpaolo SpA

4,961,601

8,864,470

Saipem SpA

911,169

40,855,324

Telecom Italia SpA

10,512,400

13,082,222

TOTAL ITALY

100,893,823

Japan - 11.7%

Hitachi Ltd.

4,459,000

23,895,659

Honda Motor Co. Ltd. sponsored ADR

918,500

27,463,150

Japan Tobacco, Inc.

5,295

26,468,654

Keyence Corp.

79,200

20,136,072

Komatsu Ltd.

448,400

11,088,024

Kubota Corp.

832,000

6,853,386

Mazda Motor Corp. (a)(d)

28,643,000

60,213,771

Mitsubishi Corp.

985,600

20,273,393

Mitsubishi UFJ Financial Group, Inc.

1,824,400

7,929,742

Mitsui & Co. Ltd.

629,200

9,184,049

NTT DoCoMo, Inc.

11,689

20,762,821

Common Stocks - continued

Shares

Value

Japan - continued

Rakuten, Inc.

21,988

$ 24,107,109

SOFTBANK CORP.

734,600

23,844,961

Tokyo Electron Ltd.

227,100

12,079,516

Toshiba Corp.

2,648,000

11,550,453

Toto Ltd.

727,000

6,045,774

TOTAL JAPAN

311,896,534

Luxembourg - 0.5%

ArcelorMittal SA Class A unit (d)

585,300

12,133,269

Mexico - 0.4%

Cemex SA de CV sponsored ADR (d)

2,631,800

11,500,966

Netherlands - 0.8%

AEGON NV (a)

1,703,200

8,123,645

ING Groep NV (Certificaten Van Aandelen) (a)

1,512,300

13,039,389

TOTAL NETHERLANDS

21,163,034

Norway - 1.3%

Aker Solutions ASA

1,572,717

18,290,363

DnB NOR ASA

752,800

8,781,946

Kvaerner ASA (a)

3,388,500

6,530,391

TOTAL NORWAY

33,602,700

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

1,194,607

10,752,920

Banco Santander SA:

rights 10/31/11

1,238,625

214,267

(Spain)

1,238,625

10,485,066

Distribuidora Internacional de Alimentacion SA (a)

377,987

1,728,833

Iberdrola SA

1,198,900

8,723,851

Inditex SA

142,852

13,000,284

Telefonica SA sponsored ADR (d)

1,113,900

23,804,043

TOTAL SPAIN

68,709,264

Sweden - 0.8%

Svenska Handelsbanken AB (A Shares)

454,400

13,096,266

Swedbank AB (A Shares)

534,900

7,535,883

TOTAL SWEDEN

20,632,149

Switzerland - 4.1%

Credit Suisse Group

318,706

9,194,430

Julius Baer Group Ltd.

125,480

4,767,253

Pargesa Holding SA

98,450

7,724,098

The Swatch Group AG (Bearer)

96,350

40,799,567

Transocean Ltd. (United States)

429,100

24,523,065

UBS AG (a)

894,783

11,311,676

Zurich Financial Services AG

47,010

10,917,484

TOTAL SWITZERLAND

109,237,573

Taiwan - 0.2%

HTC Corp.

252,000

5,663,335

 

Shares

Value

Turkey - 1.3%

Turkcell Iletisim Hizmet AS sponsored ADR (a)

2,312,300

$ 28,487,536

Turkiye Garanti Bankasi AS

1,580,000

5,575,682

TOTAL TURKEY

34,063,218

United Kingdom - 11.6%

AMEC PLC

541,579

8,060,803

Anglo American PLC (United Kingdom)

421,000

15,528,192

Barclays PLC

6,045,110

18,742,991

BG Group PLC

1,749,782

38,171,902

BHP Billiton PLC

985,136

31,027,214

British Sky Broadcasting Group PLC

880,300

9,966,517

Cairn Energy PLC (a)

3,409,715

16,154,402

Imperial Tobacco Group PLC

1,081,219

39,540,685

Lloyds Banking Group PLC (a)

18,687,110

9,665,340

Prudential PLC

899,265

9,290,341

Rio Tinto PLC

623,310

33,726,681

Rolls-Royce Group PLC

2,829,400

31,965,443

Rolls-Royce Group PLC Class C

195,228,600

313,967

Standard Chartered PLC (United Kingdom)

952,374

22,346,159

Xstrata PLC

1,514,900

25,471,121

TOTAL UNITED KINGDOM

309,971,758

United States of America - 0.4%

NII Holdings, Inc. (a)

420,700

9,899,071

TOTAL COMMON STOCKS

(Cost $2,415,469,001)


2,279,042,236

Nonconvertible Preferred Stocks - 6.3%

 

 

 

 

Germany - 6.3%

Porsche Automobil Holding SE (Germany)

2,531,750

148,503,851

Volkswagen AG

115,668

20,297,250

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $177,964,851)


168,801,101

Money Market Funds - 6.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

110,810,907

110,810,907

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

53,871,515

53,871,515

TOTAL MONEY MARKET FUNDS

(Cost $164,682,422)


164,682,422

TOTAL INVESTMENT PORTFOLIO - 98.0%

(Cost $2,758,116,274)

2,612,525,759

NET OTHER ASSETS (LIABILITIES) - 2.0%

53,129,568

NET ASSETS - 100%

$ 2,665,655,327

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 160,159

Fidelity Securities Lending Cash Central Fund

5,191,463

Total

$ 5,351,622

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Bulgari SpA

$ 203,182,267

$ -

$ 281,121,110

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

France

$ 571,615,011

$ 529,245,560

$ 42,369,451

$ -

Germany

436,303,263

349,786,333

86,516,930

-

Japan

311,896,534

27,463,150

284,433,384

-

United Kingdom

309,971,758

207,519,191

102,452,567

-

Australia

116,107,000

-

116,107,000

-

Switzerland

109,237,573

88,731,467

20,506,106

-

Italy

100,893,823

70,738,280

30,155,543

-

Spain

68,709,264

47,471,278

21,237,986

-

Belgium

67,104,016

36,204,263

30,899,753

-

Other

356,005,095

214,857,239

141,147,856

-

Money Market Funds

164,682,422

164,682,422

-

-

Total Investments in Securities:

$ 2,612,525,759

$ 1,736,699,183

$ 875,826,576

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,404,099,728 of which $464,379,963 and $939,719,765 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Overseas Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $50,400,053) - See accompanying schedule:

Unaffiliated issuers (cost $2,593,433,852)

$ 2,447,843,337

 

Fidelity Central Funds (cost $164,682,422)

164,682,422

 

Total Investments (cost $2,758,116,274)

 

$ 2,612,525,759

Receivable for investments sold

110,952,123

Receivable for fund shares sold

1,634,900

Dividends receivable

5,965,239

Distributions receivable from Fidelity Central Funds

23,470

Prepaid expenses

9,074

Other receivables

678,463

Total assets

2,731,789,028

 

 

 

Liabilities

Payable for investments purchased

$ 6,836,279

Payable for fund shares redeemed

3,967,436

Accrued management fee

600,742

Other affiliated payables

587,074

Other payables and accrued expenses

270,655

Collateral on securities loaned, at value

53,871,515

Total liabilities

66,133,701

 

 

 

Net Assets

$ 2,665,655,327

Net Assets consist of:

 

Paid in capital

$ 4,192,677,485

Undistributed net investment income

64,516,366

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,445,970,878)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(145,567,646)

Net Assets

$ 2,665,655,327

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($2,215,717,141 ÷ 75,674,848 shares)

$ 29.28

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($291,322,522 ÷ 9,945,947 shares)

$ 29.29

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($158,615,664 ÷ 5,416,305 shares)

$ 29.28

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 106,408,357

Interest

 

341

Income from Fidelity Central Funds (including $5,191,463 from security lending)

 

5,351,622

Income before foreign taxes withheld

 

111,760,320

Less foreign taxes withheld

 

(10,352,518)

Total income

 

101,407,802

 

 

 

Expenses

Management fee
Basic fee

$ 33,992,894

Performance adjustment

(12,048,698)

Transfer agent fees

9,056,901

Accounting and security lending fees

1,552,334

Custodian fees and expenses

591,988

Independent trustees' compensation

28,317

Depreciation in deferred trustee compensation account

(202)

Registration fees

55,135

Audit

96,290

Legal

31,934

Interest

11,891

Miscellaneous

69,904

Total expenses before reductions

33,438,688

Expense reductions

(2,850,941)

30,587,747

Net investment income (loss)

70,820,055

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

153,344,292

Other affiliated issuers

128,743,195

 

Foreign currency transactions

507,807

Total net realized gain (loss)

 

282,595,294

Change in net unrealized appreciation (depreciation) on:

Investment securities

(435,576,882)

Assets and liabilities in foreign currencies

(825,030)

Total change in net unrealized appreciation (depreciation)

 

(436,401,912)

Net gain (loss)

(153,806,618)

Net increase (decrease) in net assets resulting from operations

$ (82,986,563)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Overseas Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 70,820,055

$ 98,164,015

Net realized gain (loss)

282,595,294

180,555,258

Change in net unrealized appreciation (depreciation)

(436,401,912)

94,849,228

Net increase (decrease) in net assets resulting from operations

(82,986,563)

373,568,501

Distributions to shareholders from net investment income

(92,196,839)

(108,455,793)

Distributions to shareholders from net realized gain

-

(2,308,848)

Total distributions

(92,196,839)

(110,764,641)

Share transactions - net increase (decrease)

(3,671,962,139)

(771,649,789)

Redemption fees

112,180

54,523

Total increase (decrease) in net assets

(3,847,033,361)

(508,791,406)

 

 

 

Net Assets

Beginning of period

6,512,688,688

7,021,480,094

End of period (including undistributed net investment income of $64,516,366 and undistributed net investment income of $85,893,161, respectively)

$ 2,665,655,327

$ 6,512,688,688

Financial Highlights - Overseas

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.56

$ 30.13

$ 25.43

$ 58.39

$ 47.08

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

.42

.52

.55

.70

Net realized and unrealized gain (loss)

  (2.27)

1.49

4.55

(27.19)

15.80

Total from investment operations

  (1.80)

1.91

5.07

(26.64)

16.50

Distributions from net investment income

  (.48)

(.47)

(.37)

(.57)

(.55)

Distributions from net realized gain

  -

(.01)

-

(5.75)

(4.64)

Total distributions

  (.48)

(.48)

(.37)

(6.32)

(5.19)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 29.28

$ 31.56

$ 30.13

$ 25.43

$ 58.39

Total Return A

  (5.83)%

6.33%

20.44%

(50.88)%

38.79%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of fee waivers, if any

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of all reductions

  .67%

.85%

.98%

1.10%

.91%

Net investment income (loss)

  1.44%

1.41%

2.01%

1.33%

1.43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,215,717

$ 5,548,689

$ 6,602,017

$ 5,464,901

$ 9,543,353

Portfolio turnover rate D

  77%

111%

115%

113%

87%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 31.59

$ 30.16

$ 25.45

$ 45.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .52

.47

.59

.13

Net realized and unrealized gain (loss)

  (2.27)

1.50

4.54

(19.68)

Total from investment operations

  (1.75)

1.97

5.13

(19.55)

Distributions from net investment income

  (.55)

(.53)

(.42)

-

Distributions from net realized gain

  -

(.01)

-

-

Total distributions

  (.55)

(.54)

(.42)

-

Redemption fees added to paid in capital D,I

  -

-

-

-

Net asset value, end of period

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Total Return B,C

  (5.67)%

6.55%

20.73%

(43.44)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .56%

.69%

.78%

.96% A

Expenses net of fee waivers, if any

  .55%

.69%

.78%

.96% A

Expenses net of all reductions

  .50%

.66%

.74%

.93% A

Net investment income (loss)

  1.61%

1.60%

2.25%

1.08% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 291,323

$ 368,004

$ 383,048

$ 44,277

Portfolio turnover rate F

  77%

111%

115%

113%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 31.58

$ 30.15

$ 26.62

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .54

.48

.07

Net realized and unrealized gain (loss)

  (2.27)

1.51

3.46

Total from investment operations

  (1.73)

1.99

3.53

Distributions from net investment income

  (.57)

(.55)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  (.57)

(.56)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 29.28

$ 31.58

$ 30.15

Total Return B,C

  (5.62)%

6.60%

13.26%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  .51%

.64%

.68% A

Expenses net of fee waivers, if any

  .50%

.64%

.68% A

Expenses net of all reductions

  .45%

.60%

.64% A

Net investment income (loss)

  1.67%

1.66%

.70% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 158,616

$ 595,995

$ 36,415

Portfolio turnover rate F

  77%

111%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Overseas Fund (the Fund) is a fund of Fidelity Investment Trust (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 Overseas, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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 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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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 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

$ 141,984,065

Gross unrealized depreciation

(330,927,046)

Net unrealized appreciation (depreciation) on securities and other investments

$ (188,942,981)

 

 

Tax Cost

$ 2,801,468,740

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 66,157,333

Capital Loss Carryfoward

$ (1,404,099,728)

Net unrealized appreciation (depreciation)

$ (188,920,112)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 92,196,839

$ 110,764,641

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,586,445,773 and $7,406,044,368, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Overseas as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .46% of the Fund's average net assets.

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 Overseas. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Overseas

$ 8,886,248

.23

Class K

170,653

.05

 

$ 9,056,901

 

Annual Report

5. 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 the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,611 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 29,270,410

.38%

$ 11,891

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $16,069 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 and includes $7,328 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $375,674.

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 $2,474,743 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 $524.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Overseas

$ 75,897,727

$ 100,374,591

Class K

6,408,873

6,711,130

Class F

9,890,239

1,370,072

Total

$ 92,196,839

$ 108,455,793

From net realized gain

 

 

Overseas

$ -

$ 2,158,312

Class K

-

126,111

Class F

-

24,425

Total

$ -

$ 2,308,848

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Overseas

 

 

 

 

Shares sold

10,588,919

36,113,789

$ 338,680,110

$ 1,067,886,397

Reinvestment of distributions

2,356,512

3,238,247

75,196,294

101,747,555

Shares redeemed

(113,084,725)

(82,678,886)

(3,611,089,764)

(2,430,908,864)

Net increase (decrease)

(100,139,294)

(43,326,850)

$ (3,197,213,360)

$ (1,261,274,912)

Class K

 

 

 

 

Shares sold

4,129,689

5,090,117

$ 128,992,232

$ 151,156,491

Reinvestment of distributions

201,094

217,803

6,408,873

6,837,242

Shares redeemed

(6,034,878)

(6,358,836)

(198,074,826)

(189,093,826)

Net increase (decrease)

(1,704,095)

(1,050,916)

$ (62,673,721)

$ (31,100,093)

Class F

 

 

 

 

Shares sold

12,066,248

22,173,982

$ 388,123,231

$ 652,570,206

Reinvestment of distributions

310,526

44,465

9,890,239

1,394,498

Shares redeemed

(25,830,866)

(4,555,729)

(810,088,528)

(133,239,488)

Net increase (decrease)

(13,454,092)

17,662,718

$ (412,075,058)

$ 520,725,216

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Overseas Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Overseas Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Overseas Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Overseas Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

12/05/11

12/02/11

$0.918

$0.020

Class K designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.536 and $0.0294 for the dividend paid December 6th, 2010.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Overseas Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Overseas Fund

dif31399

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the fourth quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in 2009 and discussed with FMR its disappointment with the continued underperformance of the fund. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Overseas Fund

dif31401

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Workplace Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.401k.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report


To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors
FIL Investment Advisors (UK) Limited
FIL Investments (Japan) 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

JPMorgan Chase Bank
New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

OVE-K-UANN-1211
1.863317.103

Fidelity®

Overseas
Fund -

Class F

Annual Report

October 31, 2011

(Fidelity Cover Art)


Contents

Performance

4

How the fund has done over time.

Management's Discussion of Fund Performance

5

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

6

An example of shareholder expenses.

Investment Changes

7

A summary of major shifts in the fund's investments over the past six months.

Investments

9

A complete list of the fund's investments with their market values.

Financial Statements

11

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

27

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

37

 

Trustees and Officers

49

 

Distributions

50

 

Board Approval of Investment Advisory Contracts and Management Fees

61

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total returns will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

Class F A

-5.62%

-3.74%

4.51%

A The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 are those of Fidelity® Overseas Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Overseas Fund - Class F, a class of the fund, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® (Europe, Australasia, Far East) Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Ian Hart, Portfolio Manager of Fidelity® Overseas Fund: For the year, the fund's Class F shares returned -5.62%, underperforming the -3.97% return of the MSCI® EAFE® (Europe, Australasia, Far East) Index. Stock picks in energy, information technology, telecommunication services and financials hurt, although my decision to underweight banks partially offset losses in the latter category. Geographically, security selection in the U.K. detracted, due in part to underweighting several mega-cap stocks such as oil producer and index component BP, which posted a double-digit gain. I sold BP by period end. Out-of-benchmark picks in emerging markets also held back performance. On an individual stock level, the fund was hurt by an overweighting in offshore drilling company Transocean, which owned the Deepwater Horizon rig that exploded in the Gulf of Mexico last year; NII Holdings, a U.S.-based operator of mobile networks in Latin America; and a small position in Norwegian oil-services company Sevan Marine, which I sold in June. Conversely, positioning in consumer discretionary aided performance, as did good stock picks and a sizable overweighting in food/beverage/tobacco. The fund's top relative contributor was Japan Tobacco, a strong defensive stock. In the luxury goods area, contributions included an out-of-index stake in luxury goods maker Bulgari, which was acquired in the period, and sold from the fund after the deal's March announcement, and stakes in spirits maker Pernod Ricard and luxury apparel maker Christian Dior, the fund's two largest holdings at period end. Strong security selection in Europe ex U.K. easily overshadowed the negative impact of various market weightings in some countries there.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Overseas Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Overseas

.69%

 

 

 

Actual

 

$ 1,000.00

$ 823.40

$ 3.17

HypotheticalA

 

$ 1,000.00

$ 1,021.73

$ 3.52

Class K

.52%

 

 

 

Actual

 

$ 1,000.00

$ 823.90

$ 2.39

HypotheticalA

 

$ 1,000.00

$ 1,022.58

$ 2.65

Class F

.46%

 

 

 

Actual

 

$ 1,000.00

$ 824.10

$ 2.11

HypotheticalA

 

$ 1,000.00

$ 1,022.89

$ 2.35

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Fidelity Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif31365

France

21.4%

 

dif31367

Germany

16.3%

 

dif31369

Japan

11.7%

 

dif31371

United Kingdom

11.6%

 

dif31373

United States of America

8.6%

 

dif31375

Australia

4.4%

 

dif31377

Switzerland

4.1%

 

dif31379

Italy

3.8%

 

dif31381

Spain

2.6%

 

dif31383

Other

15.5%

 

dif31425

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif31365

France

21.7%

 

dif31367

Germany

14.6%

 

dif31369

United Kingdom

14.5%

 

dif31371

Japan

14.2%

 

dif31373

Switzerland

5.5%

 

dif31375

Italy

3.9%

 

dif31377

United States of America

3.4%

 

dif31379

Cayman Islands

3.0%

 

dif31381

Norway

2.4%

 

dif31383

Other

16.8%

 

dif31437

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

91.8

97.6

Short-Term Investments and Net Other Assets

8.2

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Pernod Ricard SA (France, Beverages)

7.0

5.7

Christian Dior SA (France, Textiles, Apparel & Luxury Goods)

6.2

4.0

Porsche Automobil Holding SE (Germany) (Germany, Automobiles)

5.6

1.3

SAP AG (Germany, Software)

2.7

2.9

Mazda Motor Corp. (Japan, Automobiles)

2.3

2.6

Saipem SpA (Italy, Energy Equipment & Services)

1.5

2.3

The Swatch Group AG (Bearer) (Switzerland, Textiles, Apparel & Luxury Goods)

1.5

1.5

Imperial Tobacco Group PLC (United Kingdom, Tobacco)

1.5

1.9

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

1.4

1.0

WPP PLC (Bailiwick of Jersey, Media)

1.4

1.2

 

31.1

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

23.3

20.6

Financials

15.4

13.7

Consumer Staples

11.4

12.1

Materials

10.1

12.6

Industrials

7.5

10.8

Energy

6.6

14.6

Information Technology

6.6

7.6

Telecommunication Services

5.9

2.2

Health Care

3.1

2.1

Utilities

1.9

1.3

Annual Report

Fidelity Overseas Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 85.5%

Shares

Value

Australia - 4.4%

Australia & New Zealand Banking Group Ltd.

1,214,597

$ 27,448,154

BHP Billiton Ltd.

659,177

25,805,692

Commonwealth Bank of Australia

543,974

27,946,636

Macquarie Group Ltd.

439,886

11,326,499

Newcrest Mining Ltd.

667,135

23,580,019

TOTAL AUSTRALIA

116,107,000

Bailiwick of Jersey - 1.6%

Wolseley PLC

189,900

5,491,041

WPP PLC

3,658,375

37,875,145

TOTAL BAILIWICK OF JERSEY

43,366,186

Belgium - 2.5%

Anheuser-Busch InBev SA NV

557,112

30,899,753

Groupe Bruxelles Lambert SA

468,500

36,204,263

TOTAL BELGIUM

67,104,016

Bermuda - 0.3%

Li & Fung Ltd.

4,008,000

7,724,195

Brazil - 0.2%

BM&F Bovespa SA

1,062,400

6,341,486

Canada - 0.6%

Potash Corp. of Saskatchewan, Inc.

320,200

15,154,774

Cayman Islands - 2.3%

3SBio, Inc. sponsored ADR (a)

440,300

5,067,853

China Medical System Holding Ltd.

7,584,250

5,568,755

Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)(d)

2,693,500

30,894,445

Minth Group Ltd.

11,902,000

12,349,112

Yingde Gases Group Co. Ltd.

7,799,100

8,317,251

TOTAL CAYMAN ISLANDS

62,197,416

Denmark - 0.9%

Danske Bank A/S (a)

493,663

6,840,172

Novo Nordisk A/S Series B

170,100

18,061,767

TOTAL DENMARK

24,901,939

Finland - 0.5%

Outotec Oyj

258,300

12,075,045

France - 21.4%

Accor SA

188,600

6,200,139

Alcatel-Lucent SA sponsored ADR (a)

4,144,600

11,356,204

Alstom SA

833,508

31,259,626

Atos Origin SA

205,351

9,952,167

AXA SA

882,837

14,380,093

BNP Paribas SA

387,126

17,599,180

Cap Gemini SA

253,800

9,736,202

Christian Dior SA

1,177,000

166,631,386

Compagnie Generale de Geophysique SA (a)

285,800

6,245,460

EDF SA

349,100

10,488,524

GDF Suez

272,000

7,722,273

 

Shares

Value

JC Decaux SA (a)

289,800

$ 7,766,415

Laurent-Perrier Group

100,819

10,394,494

Pernod Ricard SA

1,987,126

185,623,904

Safran SA

649,100

21,262,512

Sanofi-aventis

504,882

36,123,991

Vivendi

333,479

7,499,401

Wendel SA

152,300

11,373,040

TOTAL FRANCE

571,615,011

Germany - 10.0%

Allianz AG

330,245

37,115,086

BASF AG

177,414

13,059,381

Bayer AG

305,997

19,604,509

Deutsche Boerse AG

201,492

11,153,791

E.ON AG

670,598

16,249,990

HeidelbergCement AG

325,329

14,848,348

Linde AG

181,207

28,826,284

Metro AG

118,700

5,534,220

Munich Re Group

120,668

16,275,084

Puma AG

34,100

10,995,501

RWE AG

171,000

7,323,038

SAP AG

1,175,607

71,096,806

Siemens AG

147,088

15,420,124

TOTAL GERMANY

267,502,162

Hong Kong - 0.4%

China Unicom (Hong Kong) Ltd. sponsored ADR (d)

555,000

11,161,050

India - 0.6%

Bharti Airtel Ltd.

1,886,222

15,106,224

Ireland - 0.3%

CRH PLC

515,000

9,319,038

Italy - 3.8%

Ansaldo STS SpA

334,000

3,542,936

Assicurazioni Generali SpA

327,500

5,905,551

ENI SpA

772,300

17,073,321

Fiat Industrial SpA (a)

1,326,000

11,569,999

Intesa Sanpaolo SpA

4,961,601

8,864,470

Saipem SpA

911,169

40,855,324

Telecom Italia SpA

10,512,400

13,082,222

TOTAL ITALY

100,893,823

Japan - 11.7%

Hitachi Ltd.

4,459,000

23,895,659

Honda Motor Co. Ltd. sponsored ADR

918,500

27,463,150

Japan Tobacco, Inc.

5,295

26,468,654

Keyence Corp.

79,200

20,136,072

Komatsu Ltd.

448,400

11,088,024

Kubota Corp.

832,000

6,853,386

Mazda Motor Corp. (a)(d)

28,643,000

60,213,771

Mitsubishi Corp.

985,600

20,273,393

Mitsubishi UFJ Financial Group, Inc.

1,824,400

7,929,742

Mitsui & Co. Ltd.

629,200

9,184,049

NTT DoCoMo, Inc.

11,689

20,762,821

Common Stocks - continued

Shares

Value

Japan - continued

Rakuten, Inc.

21,988

$ 24,107,109

SOFTBANK CORP.

734,600

23,844,961

Tokyo Electron Ltd.

227,100

12,079,516

Toshiba Corp.

2,648,000

11,550,453

Toto Ltd.

727,000

6,045,774

TOTAL JAPAN

311,896,534

Luxembourg - 0.5%

ArcelorMittal SA Class A unit (d)

585,300

12,133,269

Mexico - 0.4%

Cemex SA de CV sponsored ADR (d)

2,631,800

11,500,966

Netherlands - 0.8%

AEGON NV (a)

1,703,200

8,123,645

ING Groep NV (Certificaten Van Aandelen) (a)

1,512,300

13,039,389

TOTAL NETHERLANDS

21,163,034

Norway - 1.3%

Aker Solutions ASA

1,572,717

18,290,363

DnB NOR ASA

752,800

8,781,946

Kvaerner ASA (a)

3,388,500

6,530,391

TOTAL NORWAY

33,602,700

Spain - 2.6%

Banco Bilbao Vizcaya Argentaria SA

1,194,607

10,752,920

Banco Santander SA:

rights 10/31/11

1,238,625

214,267

(Spain)

1,238,625

10,485,066

Distribuidora Internacional de Alimentacion SA (a)

377,987

1,728,833

Iberdrola SA

1,198,900

8,723,851

Inditex SA

142,852

13,000,284

Telefonica SA sponsored ADR (d)

1,113,900

23,804,043

TOTAL SPAIN

68,709,264

Sweden - 0.8%

Svenska Handelsbanken AB (A Shares)

454,400

13,096,266

Swedbank AB (A Shares)

534,900

7,535,883

TOTAL SWEDEN

20,632,149

Switzerland - 4.1%

Credit Suisse Group

318,706

9,194,430

Julius Baer Group Ltd.

125,480

4,767,253

Pargesa Holding SA

98,450

7,724,098

The Swatch Group AG (Bearer)

96,350

40,799,567

Transocean Ltd. (United States)

429,100

24,523,065

UBS AG (a)

894,783

11,311,676

Zurich Financial Services AG

47,010

10,917,484

TOTAL SWITZERLAND

109,237,573

Taiwan - 0.2%

HTC Corp.

252,000

5,663,335

 

Shares

Value

Turkey - 1.3%

Turkcell Iletisim Hizmet AS sponsored ADR (a)

2,312,300

$ 28,487,536

Turkiye Garanti Bankasi AS

1,580,000

5,575,682

TOTAL TURKEY

34,063,218

United Kingdom - 11.6%

AMEC PLC

541,579

8,060,803

Anglo American PLC (United Kingdom)

421,000

15,528,192

Barclays PLC

6,045,110

18,742,991

BG Group PLC

1,749,782

38,171,902

BHP Billiton PLC

985,136

31,027,214

British Sky Broadcasting Group PLC

880,300

9,966,517

Cairn Energy PLC (a)

3,409,715

16,154,402

Imperial Tobacco Group PLC

1,081,219

39,540,685

Lloyds Banking Group PLC (a)

18,687,110

9,665,340

Prudential PLC

899,265

9,290,341

Rio Tinto PLC

623,310

33,726,681

Rolls-Royce Group PLC

2,829,400

31,965,443

Rolls-Royce Group PLC Class C

195,228,600

313,967

Standard Chartered PLC (United Kingdom)

952,374

22,346,159

Xstrata PLC

1,514,900

25,471,121

TOTAL UNITED KINGDOM

309,971,758

United States of America - 0.4%

NII Holdings, Inc. (a)

420,700

9,899,071

TOTAL COMMON STOCKS

(Cost $2,415,469,001)


2,279,042,236

Nonconvertible Preferred Stocks - 6.3%

 

 

 

 

Germany - 6.3%

Porsche Automobil Holding SE (Germany)

2,531,750

148,503,851

Volkswagen AG

115,668

20,297,250

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $177,964,851)


168,801,101

Money Market Funds - 6.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

110,810,907

110,810,907

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

53,871,515

53,871,515

TOTAL MONEY MARKET FUNDS

(Cost $164,682,422)


164,682,422

TOTAL INVESTMENT PORTFOLIO - 98.0%

(Cost $2,758,116,274)

2,612,525,759

NET OTHER ASSETS (LIABILITIES) - 2.0%

53,129,568

NET ASSETS - 100%

$ 2,665,655,327

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 160,159

Fidelity Securities Lending Cash Central Fund

5,191,463

Total

$ 5,351,622

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Bulgari SpA

$ 203,182,267

$ -

$ 281,121,110

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

France

$ 571,615,011

$ 529,245,560

$ 42,369,451

$ -

Germany

436,303,263

349,786,333

86,516,930

-

Japan

311,896,534

27,463,150

284,433,384

-

United Kingdom

309,971,758

207,519,191

102,452,567

-

Australia

116,107,000

-

116,107,000

-

Switzerland

109,237,573

88,731,467

20,506,106

-

Italy

100,893,823

70,738,280

30,155,543

-

Spain

68,709,264

47,471,278

21,237,986

-

Belgium

67,104,016

36,204,263

30,899,753

-

Other

356,005,095

214,857,239

141,147,856

-

Money Market Funds

164,682,422

164,682,422

-

-

Total Investments in Securities:

$ 2,612,525,759

$ 1,736,699,183

$ 875,826,576

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $1,404,099,728 of which $464,379,963 and $939,719,765 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Overseas Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $50,400,053) - See accompanying schedule:

Unaffiliated issuers (cost $2,593,433,852)

$ 2,447,843,337

 

Fidelity Central Funds (cost $164,682,422)

164,682,422

 

Total Investments (cost $2,758,116,274)

 

$ 2,612,525,759

Receivable for investments sold

110,952,123

Receivable for fund shares sold

1,634,900

Dividends receivable

5,965,239

Distributions receivable from Fidelity Central Funds

23,470

Prepaid expenses

9,074

Other receivables

678,463

Total assets

2,731,789,028

 

 

 

Liabilities

Payable for investments purchased

$ 6,836,279

Payable for fund shares redeemed

3,967,436

Accrued management fee

600,742

Other affiliated payables

587,074

Other payables and accrued expenses

270,655

Collateral on securities loaned, at value

53,871,515

Total liabilities

66,133,701

 

 

 

Net Assets

$ 2,665,655,327

Net Assets consist of:

 

Paid in capital

$ 4,192,677,485

Undistributed net investment income

64,516,366

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,445,970,878)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(145,567,646)

Net Assets

$ 2,665,655,327

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($2,215,717,141 ÷ 75,674,848 shares)

$ 29.28

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($291,322,522 ÷ 9,945,947 shares)

$ 29.29

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($158,615,664 ÷ 5,416,305 shares)

$ 29.28

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 106,408,357

Interest

 

341

Income from Fidelity Central Funds (including $5,191,463 from security lending)

 

5,351,622

Income before foreign taxes withheld

 

111,760,320

Less foreign taxes withheld

 

(10,352,518)

Total income

 

101,407,802

 

 

 

Expenses

Management fee
Basic fee

$ 33,992,894

Performance adjustment

(12,048,698)

Transfer agent fees

9,056,901

Accounting and security lending fees

1,552,334

Custodian fees and expenses

591,988

Independent trustees' compensation

28,317

Depreciation in deferred trustee compensation account

(202)

Registration fees

55,135

Audit

96,290

Legal

31,934

Interest

11,891

Miscellaneous

69,904

Total expenses before reductions

33,438,688

Expense reductions

(2,850,941)

30,587,747

Net investment income (loss)

70,820,055

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

153,344,292

Other affiliated issuers

128,743,195

 

Foreign currency transactions

507,807

Total net realized gain (loss)

 

282,595,294

Change in net unrealized appreciation (depreciation) on:

Investment securities

(435,576,882)

Assets and liabilities in foreign currencies

(825,030)

Total change in net unrealized appreciation (depreciation)

 

(436,401,912)

Net gain (loss)

(153,806,618)

Net increase (decrease) in net assets resulting from operations

$ (82,986,563)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 70,820,055

$ 98,164,015

Net realized gain (loss)

282,595,294

180,555,258

Change in net unrealized appreciation (depreciation)

(436,401,912)

94,849,228

Net increase (decrease) in net assets resulting from operations

(82,986,563)

373,568,501

Distributions to shareholders from net investment income

(92,196,839)

(108,455,793)

Distributions to shareholders from net realized gain

-

(2,308,848)

Total distributions

(92,196,839)

(110,764,641)

Share transactions - net increase (decrease)

(3,671,962,139)

(771,649,789)

Redemption fees

112,180

54,523

Total increase (decrease) in net assets

(3,847,033,361)

(508,791,406)

 

 

 

Net Assets

Beginning of period

6,512,688,688

7,021,480,094

End of period (including undistributed net investment income of $64,516,366 and undistributed net investment income of $85,893,161, respectively)

$ 2,665,655,327

$ 6,512,688,688

Financial Highlights - Overseas

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.56

$ 30.13

$ 25.43

$ 58.39

$ 47.08

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

.42

.52

.55

.70

Net realized and unrealized gain (loss)

  (2.27)

1.49

4.55

(27.19)

15.80

Total from investment operations

  (1.80)

1.91

5.07

(26.64)

16.50

Distributions from net investment income

  (.48)

(.47)

(.37)

(.57)

(.55)

Distributions from net realized gain

  -

(.01)

-

(5.75)

(4.64)

Total distributions

  (.48)

(.48)

(.37)

(6.32)

(5.19)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 29.28

$ 31.56

$ 30.13

$ 25.43

$ 58.39

Total Return A

  (5.83)%

6.33%

20.44%

(50.88)%

38.79%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of fee waivers, if any

  .73%

.89%

1.02%

1.13%

.95%

Expenses net of all reductions

  .67%

.85%

.98%

1.10%

.91%

Net investment income (loss)

  1.44%

1.41%

2.01%

1.33%

1.43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,215,717

$ 5,548,689

$ 6,602,017

$ 5,464,901

$ 9,543,353

Portfolio turnover rate D

  77%

111%

115%

113%

87%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Years ended October 31,

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 31.59

$ 30.16

$ 25.45

$ 45.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .52

.47

.59

.13

Net realized and unrealized gain (loss)

  (2.27)

1.50

4.54

(19.68)

Total from investment operations

  (1.75)

1.97

5.13

(19.55)

Distributions from net investment income

  (.55)

(.53)

(.42)

-

Distributions from net realized gain

  -

(.01)

-

-

Total distributions

  (.55)

(.54)

(.42)

-

Redemption fees added to paid in capital D,I

  -

-

-

-

Net asset value, end of period

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Total Return B,C

  (5.67)%

6.55%

20.73%

(43.44)%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .56%

.69%

.78%

.96% A

Expenses net of fee waivers, if any

  .55%

.69%

.78%

.96% A

Expenses net of all reductions

  .50%

.66%

.74%

.93% A

Net investment income (loss)

  1.61%

1.60%

2.25%

1.08% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 291,323

$ 368,004

$ 383,048

$ 44,277

Portfolio turnover rate F

  77%

111%

115%

113%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class F

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 31.58

$ 30.15

$ 26.62

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .54

.48

.07

Net realized and unrealized gain (loss)

  (2.27)

1.51

3.46

Total from investment operations

  (1.73)

1.99

3.53

Distributions from net investment income

  (.57)

(.55)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  (.57)

(.56)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 29.28

$ 31.58

$ 30.15

Total Return B,C

  (5.62)%

6.60%

13.26%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  .51%

.64%

.68% A

Expenses net of fee waivers, if any

  .50%

.64%

.68% A

Expenses net of all reductions

  .45%

.60%

.64% A

Net investment income (loss)

  1.67%

1.66%

.70% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 158,616

$ 595,995

$ 36,415

Portfolio turnover rate F

  77%

111%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Overseas Fund (the Fund) is a fund of Fidelity Investment Trust (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 Overseas, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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 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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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 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

$ 141,984,065

Gross unrealized depreciation

(330,927,046)

Net unrealized appreciation (depreciation) on securities and other investments

$ (188,942,981)

 

 

Tax Cost

$ 2,801,468,740

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 66,157,333

Capital Loss Carryfoward

$ (1,404,099,728)

Net unrealized appreciation (depreciation)

$ (188,920,112)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 92,196,839

$ 110,764,641

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,586,445,773 and $7,406,044,368, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Overseas as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .46% of the Fund's average net assets.

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 Overseas. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. 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

Overseas

$ 8,886,248

.23

Class K

170,653

.05

 

$ 9,056,901

 

Annual Report

Notes to Financial Statements - continued

5. 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 the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,611 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 29,270,410

.38%

$ 11,891

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $16,069 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 and includes $7,328 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $375,674.

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 $2,474,743 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 $524.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Overseas

$ 75,897,727

$ 100,374,591

Class K

6,408,873

6,711,130

Class F

9,890,239

1,370,072

Total

$ 92,196,839

$ 108,455,793

From net realized gain

 

 

Overseas

$ -

$ 2,158,312

Class K

-

126,111

Class F

-

24,425

Total

$ -

$ 2,308,848

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Overseas

 

 

 

 

Shares sold

10,588,919

36,113,789

$ 338,680,110

$ 1,067,886,397

Reinvestment of distributions

2,356,512

3,238,247

75,196,294

101,747,555

Shares redeemed

(113,084,725)

(82,678,886)

(3,611,089,764)

(2,430,908,864)

Net increase (decrease)

(100,139,294)

(43,326,850)

$ (3,197,213,360)

$ (1,261,274,912)

Class K

 

 

 

 

Shares sold

4,129,689

5,090,117

$ 128,992,232

$ 151,156,491

Reinvestment of distributions

201,094

217,803

6,408,873

6,837,242

Shares redeemed

(6,034,878)

(6,358,836)

(198,074,826)

(189,093,826)

Net increase (decrease)

(1,704,095)

(1,050,916)

$ (62,673,721)

$ (31,100,093)

Class F

 

 

 

 

Shares sold

12,066,248

22,173,982

$ 388,123,231

$ 652,570,206

Reinvestment of distributions

310,526

44,465

9,890,239

1,394,498

Shares redeemed

(25,830,866)

(4,555,729)

(810,088,528)

(133,239,488)

Net increase (decrease)

(13,454,092)

17,662,718

$ (412,075,058)

$ 520,725,216

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Overseas Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Overseas Fund (a fund of Fidelity Investment Trust) at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Overseas Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity fund's valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

Name, Age; Principal Occupations and Other Relevant Experience+

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Overseas Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class F

12/05/11

12/02/11

$0.934

$0.020

Class F designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.553 and $0.0294 for the dividend paid December 6th, 2010.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Overseas Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Overseas Fund

dif31399

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the fourth quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in 2009 and discussed with FMR its disappointment with the continued underperformance of the fund. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Overseas Fund

dif31401

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report


Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone graphic)

Fidelity Workplace Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer graphic)

Fidelity's Web Site
www.401k.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors
FIL Investment Advisors (UK) Limited
FIL Investments (Japan) 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

JPMorgan Chase Bank
New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

OVE-F-ANN-1211
1.891736.102

Fidelity®

Total International Equity Fund

Annual Report

October 31, 2011dif30594


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Fidelity® Total International Equity Fund

-7.70%

-8.24%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Total International Equity Fund, a class of the fund, on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

dif31454

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Co-Portfolio Manager of Fidelity® Total International Equity Fund: For the year, the fund's Retail Class shares fell 7.70%, lagging the MSCI index. Security selection in the U.K. and France detracted the most, as did positioning in Canada. An overweighting in the U.S. also hurt, but good picks there more than compensated. Selection in Japan and Finland also helped. On a sector basis, our choices in financials detracted, including various European firms - Societe Generale (France), Turkiye Garanti Bankasi (Turkey), Intesa Sanpaolo (Italy) and AXA (France). Stock picking in consumer staples and industrials hurt, as did our energy positioning. Our stance in information technology and consumer discretionary, however, was positive. Other individual detractors included underweighting U.K.-based British American Tobacco and Canadian energy firm Niko Resources. On the positive side, not owning weak-performing benchmark component Tokyo Electric Power helped, as did an out-of-benchmark stake in U.S. credit card processor MasterCard and an overweighting in French drug maker Roche Holding. Some of the stocks mentioned in this report were not owned at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 819.40

$ 6.65

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 819.70

$ 7.80

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.60

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.40

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.90

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.40

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.1%

 

dif30472

Japan 11.7%

 

dif30474

United States of America 9.0%

 

dif30476

Switzerland 6.6%

 

dif30478

Germany 5.9%

 

dif30480

France 4.9%

 

dif30482

Australia 4.3%

 

dif30484

Korea (South) 4.2%

 

dif30486

Brazil 4.1%

 

dif30488

Other 31.2%

 

dif31466

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 16.4%

 

dif30472

Japan 10.3%

 

dif30474

United States of America 7.4%

 

dif30476

Switzerland 5.6%

 

dif30478

France 5.3%

 

dif30480

Germany 5.2%

 

dif30482

Brazil 4.4%

 

dif30484

Korea (South) 3.6%

 

dif30486

Spain 3.0%

 

dif30488

Other 38.8%

 

dif31478

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.6

Short-Term Investments and Net Other Assets

3.3

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.7

1.8

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.2

1.7

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.6

0.9

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.4

1.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.3

0.9

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.1

1.1

Sanofi-aventis (France, Pharmaceuticals)

1.1

0.0

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.1

0.1

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.1

1.0

 

15.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

23.8

Consumer Staples

12.9

8.8

Materials

10.6

13.5

Energy

10.0

10.0

Consumer Discretionary

9.9

10.8

Industrials

9.9

11.3

Health Care

8.0

5.1

Information Technology

6.8

7.7

Telecommunication Services

6.7

3.7

Utilities

3.7

2.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Australia - 4.3%

Australia & New Zealand Banking Group Ltd.

43,841

$ 990,744

Coca-Cola Amatil Ltd.

20,575

265,625

Commonwealth Bank of Australia

28,630

1,470,865

CSL Ltd.

20,431

615,420

Macquarie Group Ltd.

9,104

234,416

MAp Group unit

66,645

237,831

Newcrest Mining Ltd.

12,208

431,494

Newcrest Mining Ltd. sponsored ADR

6,284

220,883

OZ Minerals Ltd.

19,949

239,586

QBE Insurance Group Ltd.

9,595

147,709

Ramsay Health Care Ltd.

619

12,169

Telstra Corp. Ltd.

160,903

522,492

Woolworths Ltd.

8,510

212,752

WorleyParsons Ltd.

14,070

408,417

TOTAL AUSTRALIA

6,010,403

Austria - 0.4%

Andritz AG

4,229

374,736

Zumtobel AG

8,900

185,613

TOTAL AUSTRIA

560,349

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

66,466

293,949

Bailiwick of Jersey - 0.9%

Informa PLC

27,581

160,745

Randgold Resources Ltd. sponsored ADR

6,860

751,650

Wolseley PLC

9,363

270,735

TOTAL BAILIWICK OF JERSEY

1,183,130

Belgium - 1.4%

Anheuser-Busch InBev SA NV

27,471

1,523,656

Gimv NV

520

26,590

Umicore SA

8,973

386,378

TOTAL BELGIUM

1,936,624

Bermuda - 0.9%

Aquarius Platinum Ltd. (Australia)

6,424

18,847

Cheung Kong Infrastructure Holdings Ltd.

27,000

144,631

CNPC (Hong Kong) Ltd.

92,000

128,872

Great Eagle Holdings Ltd.

30,089

66,826

Lazard Ltd. Class A

7,950

217,353

Li & Fung Ltd.

212,000

408,565

Common Stocks - continued

Shares

Value

Bermuda - continued

NWS Holdings Ltd.

48,000

$ 72,786

Trinity Ltd.

214,000

193,961

TOTAL BERMUDA

1,251,841

Brazil - 4.1%

Arezzo Industria e Comercio SA

12,100

159,952

Banco ABC Brasil SA

3,900

26,005

Banco Bradesco SA (PN) sponsored ADR

31,200

567,840

Banco do Estado do Rio Grande do Sul SA

15,600

164,430

Banco Pine SA

2,300

15,282

BM&F Bovespa SA

45,900

273,978

BR Malls Participacoes SA

26,900

290,586

Braskem SA Class A sponsored ADR

18,280

329,771

Cia.Hering SA

600

13,400

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,800

330,456

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

6,900

189,256

Companhia de Saneamento de Minas Gerais

2,400

45,059

Eletropaulo Metropolitana SA (PN-B)

8,300

148,870

Embraer SA sponsored ADR

4,200

116,844

Gol Linhas Aereas Inteligentes SA sponsored ADR

15,900

127,518

Iguatemi Empresa de Shopping Centers SA

7,700

149,184

Itau Unibanco Banco Multiplo SA sponsored ADR

11,970

228,866

Klabin SA (PN) (non-vtg.)

7,500

27,603

Localiza Rent A Car SA

3,200

48,358

Marcopolo SA (PN)

13,300

58,863

Mills Estruturas e Servicos de Engenharia SA

3,300

32,958

Multiplan Empreendimentos Imobiliarios SA

11,800

238,584

Multiplus SA

5,100

86,129

Odontoprev SA

1,900

29,896

OGX Petroleo e Gas Participacoes SA (a)

32,800

271,232

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR

24,300

614,547

Qualicorp SA

5,000

45,714

Restoque Comercio e Confeccoes de Roupas SA

200

3,145

T4F Entretenimento SA

1,800

12,579

Tegma Gestao Logistica

7,900

102,591

Telefonica Brasil SA sponsored ADR (a)

4,300

124,786

TIM Participacoes SA sponsored ADR

9,906

257,952

Totvs SA

800

13,277

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

8,300

$ 147,904

Vale SA (PN-A) sponsored ADR

16,700

394,120

TOTAL BRAZIL

5,687,535

British Virgin Islands - 0.1%

Mail.ru Group Ltd.:

GDR (a)(e)

3,500

120,575

GDR (Reg. S)

100

3,445

TOTAL BRITISH VIRGIN ISLANDS

124,020

Canada - 1.5%

Agnico-Eagle Mines Ltd. (Canada)

6,690

290,190

Eldorado Gold Corp.

12,300

231,107

Fairfax Financial Holdings Ltd. (sub. vtg.)

865

361,558

First Quantum Minerals Ltd.

7,200

151,028

Goldcorp, Inc.

3,800

184,882

Niko Resources Ltd.

6,070

333,870

Open Text Corp. (a)

4,750

290,713

Pan American Silver Corp.

4,300

120,228

Petrominerales Ltd.

4,725

124,660

Quadra FNX Mining Ltd. (a)

1,100

12,690

TAG Oil Ltd. (a)

2,000

12,399

Tuscany International Drilling, Inc. (a)

16,400

11,187

Tuscany International Drilling, Inc. (a)(e)

1,900

1,296

TOTAL CANADA

2,125,808

Cayman Islands - 1.3%

Belle International Holdings Ltd.

44,000

86,294

Central China Real Estate Ltd.

111,050

25,077

China Lilang Ltd.

20,000

21,053

China Shanghui Cement Group Ltd.

195,000

149,365

Country Garden Holdings Co. Ltd.

290,000

114,822

Eurasia Drilling Co. Ltd. GDR (Reg. S)

6,400

151,040

EVA Precision Industrial Holdings Ltd.

298,000

76,959

Haitian International Holdings Ltd.

57,000

50,644

Intime Department Store Group Co. Ltd.

9,000

12,916

NVC Lighting Holdings Ltd.

415,000

180,190

Sands China Ltd. (a)

85,000

255,441

Shenguan Holdings Group Ltd.

166,000

89,184

Silver Base Group Holdings Ltd.

81,000

86,264

SOHO China Ltd.

153,000

109,084

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Vantage Drilling Co. (a)

8,900

$ 12,104

Wynn Macau Ltd.

113,000

316,612

TOTAL CAYMAN ISLANDS

1,737,049

Chile - 0.4%

Banco Santander Chile sponsored ADR

2,900

236,872

CFR Pharmaceuticals SA

488,397

115,632

Empresa Nacional de Telecomunicaciones SA (ENTEL)

8,423

166,758

TOTAL CHILE

519,262

China - 1.8%

Baidu.com, Inc. sponsored ADR (a)

3,115

436,661

China Communications Construction Co. Ltd. (H Shares)

187,000

141,046

China Communications Services Corp. Ltd. (H Shares)

270,000

124,520

China Construction Bank Corp. (H Shares)

587,000

431,290

China Minsheng Banking Corp. Ltd. (H Shares)

274,000

223,206

China National Building Materials Co. Ltd. (H Shares)

90,000

115,282

China Pacific Insurance Group Co. Ltd. (H Shares)

26,600

81,627

China Petroleum & Chemical Corp.:

(H Shares)

152,000

143,751

sponsored ADR (H Shares)

1,200

113,280

China Southern Airlines Ltd. (H Shares) (a)

200,000

111,612

Great Wall Motor Co. Ltd. (H Shares)

88,000

119,496

Harbin Power Equipment Co. Ltd. (H Shares)

142,000

143,099

Industrial & Commercial Bank of China Ltd. (H Shares)

235,285

146,927

SINA Corp. (a)

900

73,161

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

216,000

79,304

Yantai Changyu Pioneer Wine Co. (B Shares)

6,290

70,769

TOTAL CHINA

2,555,031

Czech Republic - 0.4%

Ceske Energeticke Zavody AS

7,500

317,178

Komercni Banka AS

600

115,720

Philip Morris CR A/S

100

65,661

TOTAL CZECH REPUBLIC

498,559

Denmark - 1.2%

Novo Nordisk A/S Series B sponsored ADR

11,100

1,179,930

William Demant Holding A/S (a)

5,310

423,674

TOTAL DENMARK

1,603,604

Egypt - 0.1%

Commercial International Bank Ltd. sponsored GDR

30,509

134,789

Common Stocks - continued

Shares

Value

Finland - 0.7%

Metso Corp.

4,520

$ 176,022

Nokian Tyres PLC

11,302

415,264

Outotec Oyj

7,812

365,196

TOTAL FINLAND

956,482

France - 4.9%

Alstom SA

12,669

475,134

Atos Origin SA

4,113

199,333

Audika SA

1,000

22,115

BNP Paribas SA

14,551

661,505

Casino Guichard Perrachon et Compagnie

2,608

245,138

Compagnie de St. Gobain

4,179

194,840

Danone

12,580

875,696

Euler Hermes SA

1,414

102,460

GDF Suez

16,600

471,286

Laurent-Perrier Group

359

37,013

Pernod-Ricard SA

2,800

261,557

PPR SA

2,700

421,854

Remy Cointreau SA

3,752

308,428

Safran SA

17,914

586,807

Saft Groupe SA

1,329

40,462

Sanofi-aventis

20,892

1,494,810

Unibail-Rodamco

1,421

284,162

Vetoquinol SA

400

13,186

Virbac SA

190

32,889

TOTAL FRANCE

6,728,675

Georgia - 0.0%

Bank of Georgia GDR (Reg. S)

3,800

48,450

Germany - 5.8%

Allianz AG

7,752

871,220

Allianz AG sponsored ADR

13,600

152,320

alstria office REIT-AG

12,500

160,705

BASF AG

13,415

987,473

Bayer AG

10,037

643,047

Bayerische Motoren Werke AG (BMW)

2,605

212,915

Bilfinger Berger AG

512

45,900

CompuGROUP Holding AG

946

12,175

CTS Eventim AG

1,974

65,359

Daimler AG (United States)

9,900

503,316

Deutsche Telekom AG

37,500

477,134

E.ON AG

23,710

574,543

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG

479

$ 50,452

HeidelbergCement AG

4,700

214,513

Linde AG

7,449

1,184,982

MAN SE

1,872

166,035

Metro AG

3,800

177,170

Siemens AG

4,900

513,697

Siemens AG sponsored ADR

8,100

850,257

Software AG (Bearer)

759

31,532

Volkswagen AG

1,217

191,663

TOTAL GERMANY

8,086,408

Hong Kong - 1.6%

China Insurance International Holdings Co. Ltd. (a)

60,600

131,415

China Mobile (Hong Kong) Ltd.

67,500

641,543

China Power International Development Ltd.

607,000

128,441

CNOOC Ltd.

223,000

421,550

CNOOC Ltd. sponsored ADR

500

94,305

Dah Chong Hong Holdings Ltd.

47,000

57,078

Henderson Land Development Co. Ltd.

6,000

32,796

Hong Kong Exchanges and Clearing Ltd.

27,100

459,396

Lenovo Group Ltd.

48,000

32,271

Power Assets Holdings Ltd.

35,000

265,958

TOTAL HONG KONG

2,264,753

Hungary - 0.0%

Magyar Telekom PLC

11,000

25,599

India - 1.0%

Apollo Tyres Ltd.

8,934

10,477

Bank of Baroda

11,133

175,541

Bharti Airtel Ltd.

54,055

432,911

Housing Development Finance Corp. Ltd.

18,488

260,178

Indian Overseas Bank

43,467

91,094

Jain Irrigation Systems Ltd.

3,152

8,031

Jyothy Laboratories Ltd.

6,140

17,973

Punjab National Bank

2,820

57,448

Tata Consultancy Services Ltd.

9,254

210,508

Tata Steel Ltd.

6,075

59,823

Ultratech Cement Ltd.

4,746

112,057

TOTAL INDIA

1,436,041

Indonesia - 1.1%

PT Astra International Tbk

40,000

308,430

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Bank Negara Indonesia (Persero) Tbk

281,000

$ 125,933

PT Bank Rakyat Indonesia Tbk

439,000

330,061

PT Bank Tabungan Negara Tbk

425,000

68,412

PT Bumi Serpong Damai Tbk

627,900

64,613

PT Ciputra Development Tbk

779,000

42,712

PT Gadjah Tunggal Tbk

146,500

44,799

PT Indofood Sukses Makmur Tbk

213,000

126,437

PT Indosat Tbk

207,000

123,978

PT Summarecon Agung Tbk

260,000

34,025

PT Tower Bersama Infrastructure Tbk

318,000

74,009

PT XL Axiata Tbk

207,000

115,773

TOTAL INDONESIA

1,459,182

Ireland - 0.7%

CRH PLC sponsored ADR (d)

33,204

611,286

James Hardie Industries NV sponsored ADR (a)

11,165

362,081

TOTAL IRELAND

973,367

Israel - 0.2%

Azrieli Group

5,882

151,342

Check Point Software Technologies Ltd. (a)

2,100

121,023

Ituran Location & Control Ltd.

2,061

27,432

TOTAL ISRAEL

299,797

Italy - 1.5%

Azimut Holding SpA

4,314

33,731

ENI SpA

44,600

985,977

Fiat Industrial SpA (a)

32,899

287,060

Interpump Group SpA

28,825

185,652

Intesa Sanpaolo SpA

145,265

259,533

Saipem SpA

5,356

240,154

Telecom Italia SpA

119,900

149,210

TOTAL ITALY

2,141,317

Japan - 11.7%

ABC-Mart, Inc.

4,300

168,418

Aeon Credit Service Co. Ltd.

15,900

237,145

Air Water, Inc.

26,000

330,091

Aisin Seiki Co. Ltd.

5,500

173,971

Aozora Bank Ltd.

164,000

414,649

Asahi Co. Ltd.

800

17,726

Asahi Glass Co. Ltd.

19,000

166,403

Autobacs Seven Co. Ltd.

7,200

329,737

Common Stocks - continued

Shares

Value

Japan - continued

Canon, Inc.

8,100

$ 367,769

Chubu Electric Power Co., Inc.

13,400

245,194

Credit Saison Co. Ltd.

14,300

279,084

Daikoku Denki Co. Ltd.

2,000

17,910

Daikokutenbussan Co. Ltd.

1,500

43,055

Denso Corp.

25,300

778,157

Dentsu, Inc.

7,300

219,833

Fanuc Corp.

6,100

986,437

Fast Retailing Co. Ltd.

1,300

233,556

FCC Co. Ltd.

2,300

48,601

GCA Savvian Group Corp.

16

18,730

Glory Ltd.

900

19,266

Goldcrest Co. Ltd.

860

15,780

Honda Motor Co. Ltd.

15,600

466,558

INPEX Corp.

46

303,735

Itochu Corp.

55,600

549,979

Japan Retail Fund Investment Corp.

318

492,318

Japan Tobacco, Inc.

196

979,765

JSR Corp.

13,000

248,203

JX Holdings, Inc.

61,500

358,276

Kamigumi Co. Ltd.

4,000

34,932

KDDI Corp.

87

637,388

Keyence Corp.

2,010

511,029

Kobayashi Pharmaceutical Co. Ltd.

6,800

337,114

Kyoto Kimono Yuzen Co. Ltd.

1,600

18,615

Meiko Network Japan Co. Ltd.

1,300

10,765

Miraial Co. Ltd.

300

4,662

Mitsubishi Corp.

13,200

271,519

Mitsubishi Tanabe Pharma Corp.

22,400

387,509

Nabtesco Corp.

2,400

52,571

Nagaileben Co. Ltd.

1,200

16,539

Nihon M&A Center, Inc.

6

33,871

Nihon Parkerizing Co. Ltd.

2,000

26,927

Nippon Seiki Co. Ltd.

3,000

30,145

Nippon Telegraph & Telephone Corp.

13,500

692,582

Nippon Thompson Co. Ltd.

8,000

51,534

Obic Co. Ltd.

1,430

270,391

ORIX Corp.

2,930

255,749

Osaka Securities Exchange Co. Ltd.

72

337,440

OSG Corp.

1,300

16,661

Santen Pharmaceutical Co. Ltd.

6,200

231,374

Seven & i Holdings Co., Ltd.

12,000

320,270

Common Stocks - continued

Shares

Value

Japan - continued

Seven Bank Ltd.

8

$ 14,238

SHO-BOND Holdings Co. Ltd.

6,300

140,552

Shoei Co. Ltd.

1,100

7,403

The Nippon Synthetic Chemical Industry Co. Ltd.

5,000

27,779

Tokio Marine Holdings, Inc.

9,200

219,397

Tokyo Gas Co. Ltd.

98,000

422,074

Toray Industries, Inc.

40,000

284,732

Tsumura & Co.

1,200

33,754

Tsutsumi Jewelry Co. Ltd.

600

13,983

Unicharm Corp.

8,200

367,275

USS Co. Ltd.

9,880

816,876

West Japan Railway Co.

11,800

500,072

Yamatake Corp.

900

19,914

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

16,254,323

Kazakhstan - 0.1%

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

8,100

137,538

Korea (South) - 4.2%

BS Financial Group, Inc. (a)

11,160

122,369

Cheil Worldwide, Inc.

6,620

107,992

CJ CheilJedang Corp.

153

42,065

CJ Corp.

2,289

163,382

Daum Communications Corp.

665

80,267

Doosan Co. Ltd.

1,290

162,511

GS Holdings Corp.

2,952

169,406

Hana Financial Group, Inc.

6,920

246,284

Hankook Tire Co. Ltd.

2,340

93,051

Hyundai Department Store Co. Ltd.

1,186

169,409

Hyundai Fire & Marine Insurance Co. Ltd.

2,950

85,101

Hyundai Heavy Industries Co. Ltd.

917

244,075

Hyundai Hysco Co. Ltd.

2,860

110,296

Hyundai Mobis

986

281,132

Hyundai Motor Co.

2,901

582,048

Industrial Bank of Korea

15,910

208,092

Kia Motors Corp.

4,180

266,988

Korea Zinc Co. Ltd.

286

83,516

KT&G Corp.

4,353

271,291

LG Chemical Ltd.

1

321

LIG Non-Life Insurance Co. Ltd.

3,220

68,289

Lotte Samkang Co. Ltd.

104

30,999

NCsoft Corp.

58

18,166

Common Stocks - continued

Shares

Value

Korea (South) - continued

Nong Shim Co. Ltd.

600

$ 117,135

Paradise Co. Ltd.

14,371

100,625

Samsung Card Co. Ltd.

3,154

117,749

Samsung Electronics Co. Ltd.

1,689

1,448,571

Shinhan Financial Group Co. Ltd.

8,060

319,890

SK Chemicals Co. Ltd.

1,642

104,655

TOTAL KOREA (SOUTH)

5,815,675

Luxembourg - 0.2%

GlobeOp Financial Services SA

5,400

24,750

Millicom International Cellular SA (depositary receipt)

1,700

187,352

TOTAL LUXEMBOURG

212,102

Malaysia - 0.1%

Axiata Group Bhd

117,600

185,873

Mexico - 0.7%

Embotelladoras Arca SAB de CC

19,200

91,098

Grupo Modelo SAB de CV Series C

51,500

326,666

Wal-Mart de Mexico SA de CV Series V

218,500

564,452

TOTAL MEXICO

982,216

Netherlands - 1.7%

Aalberts Industries NV

2,600

46,038

ASM International NV unit

650

18,343

ASML Holding NV

13,700

574,441

ING Groep NV:

(Certificaten Van Aandelen) (a)

56,010

482,931

sponsored ADR (a)

17,982

155,364

Koninklijke KPN NV

18,515

243,315

Koninklijke Philips Electronics NV

11,400

237,345

QIAGEN NV (a)

13,700

188,786

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

9,200

317,664

Yandex NV

2,100

57,792

TOTAL NETHERLANDS

2,322,019

Nigeria - 0.1%

Guaranty Trust Bank PLC GDR (Reg. S)

23,046

106,012

Norway - 1.1%

Aker Solutions ASA

12,307

143,128

DnB NOR ASA

33,700

393,134

Common Stocks - continued

Shares

Value

Norway - continued

Orkla ASA (A Shares) (d)

36,200

$ 315,342

Telenor ASA

36,000

642,719

TOTAL NORWAY

1,494,323

Panama - 0.1%

Copa Holdings SA Class A

2,000

138,140

Papua New Guinea - 0.0%

Oil Search Ltd.

2,098

14,314

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

4,900

200,557

Philippines - 0.1%

Globe Telecom, Inc.

2,500

53,301

Jollibee Food Corp.

9,600

20,400

Megaworld Corp.

70,000

3,087

TOTAL PHILIPPINES

76,788

Poland - 0.1%

Polska Grupa Energetyczna SA

16,300

100,453

TVN SA

21,075

84,356

TOTAL POLAND

184,809

Portugal - 0.4%

Energias de Portugal SA

38,038

120,284

Jeronimo Martins SGPS SA

28,525

493,447

TOTAL PORTUGAL

613,731

Qatar - 0.0%

Commercial Bank of Qatar GDR (Reg. S)

3,576

16,401

Russia - 1.1%

Cherkizovo Group OJSC GDR (a)

3,818

53,247

Lukoil Oil Co. sponsored ADR

5,212

300,732

Mostotrest OAO (a)

5,300

30,466

Gazprom OAO sponsored ADR

14,921

173,233

NOVATEK OAO GDR

2,900

407,160

Rosneft Oil Co. OJSC GDR (Reg. S)

9,700

69,016

Sberbank of Russia (f)

122,300

331,865

TNK-BP Holding

5,700

15,595

Uralkali JSC GDR (Reg. S)

4,653

201,940

TOTAL RUSSIA

1,583,254

Singapore - 0.8%

Sakari Resources Ltd.

33,000

61,621

Common Stocks - continued

Shares

Value

Singapore - continued

Singapore Telecommunications Ltd.

221,000

$ 558,557

United Overseas Bank Ltd.

31,746

430,402

Wing Tai Holdings Ltd.

12,000

12,168

TOTAL SINGAPORE

1,062,748

South Africa - 1.3%

African Bank Investments Ltd.

37,000

160,563

African Rainbow Minerals Ltd.

13,763

318,084

Clicks Group Ltd.

28,266

148,341

Foschini Ltd.

13,098

165,270

Imperial Holdings Ltd.

5,800

85,871

JSE Ltd.

28,200

249,725

Life Healthcare Group Holdings Ltd.

41,607

101,235

Mr Price Group Ltd.

34,600

333,082

MTN Group Ltd.

5,500

95,997

Northam Platinum Ltd.

18,107

70,157

TOTAL SOUTH AFRICA

1,728,325

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

79,238

716,312

Grifols SA (a)

446

8,323

Inditex SA

4,959

451,295

Prosegur Compania de Seguridad SA (Reg.)

6,451

321,838

Red Electrica Corporacion SA

3,500

169,407

Repsol YPF SA

14,179

429,729

TOTAL SPAIN

2,096,904

Sweden - 1.1%

Fagerhult AB

5,900

138,913

H&M Hennes & Mauritz AB (B Shares)

18,196

602,575

Intrum Justitia AB

2,800

46,061

Swedish Match Co.

9,350

323,544

Tele2 AB (B Shares)

8,900

187,841

Telefonaktiebolaget LM Ericsson (B Shares)

23,067

240,362

TOTAL SWEDEN

1,539,296

Switzerland - 6.6%

Bank Sarasin & Co. Ltd. Series B (Reg.)

1,907

72,799

Nestle SA

63,792

3,700,093

Novartis AG sponsored ADR

4,000

225,880

Roche Holding AG (participation certificate)

14,705

2,424,721

Schindler Holding AG:

(participation certificate)

2,002

235,435

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

570

$ 67,097

Syngenta AG (Switzerland)

890

271,279

The Swatch Group AG (Bearer)

1,780

753,744

Transocean Ltd. (United States)

2,502

142,989

UBS AG (NY Shares) (a)

45,062

568,682

Zurich Financial Services AG

2,668

619,610

TOTAL SWITZERLAND

9,082,329

Taiwan - 1.3%

Catcher Technology Co. Ltd.

32,000

178,288

Chroma ATE, Inc.

32,116

64,078

Formosa Plastics Corp.

77,000

226,464

Hotai Motor Co. Ltd.

3,000

13,051

HTC Corp.

8,565

192,486

Kinsus Interconnect Technology Corp.

24,000

82,891

Leofoo Development Co. Ltd. (a)

45,000

29,619

President Chain Store Corp.

24,000

133,458

SIMPLO Technology Co. Ltd.

10,400

61,195

Taishin Financial Holdings Co. Ltd.

489,222

207,145

Taiwan Cement Corp.

173,179

216,280

Taiwan Semiconductor Manufacturing Co. Ltd.

145,035

353,432

TOTAL TAIWAN

1,758,387

Thailand - 0.8%

Advanced Info Service PCL (For. Reg.)

62,600

263,003

Asian Property Development PCL (For. Reg.)

428,660

62,653

Bangkok Expressway PCL (For.Reg.)

46,700

24,657

Banpu PCL (For. Reg.)

3,550

72,066

Charoen Pokphand Foods PCL (For. Reg.)

66,400

64,665

Krung Thai Bank PCL (For. Reg.)

174,500

85,391

PTT Global Chemical PCL (For. Reg.) (a)

8,911

18,791

PTT PCL (For. Reg.)

17,300

170,429

Siam Cement PCL (For. Reg.)

10,000

119,896

Siam Commercial Bank PCL (For. Reg.)

73,500

278,036

Total Access Communication PCL (For. Reg.)

200

476

TOTAL THAILAND

1,160,063

Turkey - 1.0%

Albaraka Turk Katilim Bankasi AS

21,000

22,208

Anadolu Efes Biracilik ve Malt Sanayii AS

10,000

121,589

Aygaz A/S

15,010

82,000

Boyner Buyuk Magazacilik A/S (a)

9,049

15,199

Common Stocks - continued

Shares

Value

Turkey - continued

Coca-Cola Icecek AS

20,489

$ 278,092

Koc Holding AS

18,000

64,335

Tofas Turk Otomobil Fabrikasi AS

21,655

83,767

Tupras-Turkiye Petrol Rafinerileri AS

5,313

120,187

Turkiye Garanti Bankasi AS

151,200

533,572

TOTAL TURKEY

1,320,949

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

43,463

12,188

United Kingdom - 18.1%

Aegis Group PLC

54,149

119,477

AMEC PLC

1,801

26,806

Anglo American PLC (United Kingdom)

11,000

405,725

Aviva PLC

65,272

356,162

Babcock International Group PLC

36,100

409,005

Barclays PLC

185,919

576,446

Bellway PLC

2,828

32,291

BG Group PLC

67,077

1,463,300

BHP Billiton PLC ADR

30,000

1,889,100

BP PLC sponsored ADR

33,187

1,466,202

British American Tobacco PLC (United Kingdom)

7,400

339,356

British Land Co. PLC

24,600

201,963

Britvic PLC

8,000

42,444

Centrica PLC

49,175

234,640

Compass Group PLC

28,500

259,419

Dechra Pharmaceuticals PLC

3,500

27,581

Derwent London PLC

800

21,846

GlaxoSmithKline PLC sponsored ADR

49,300

2,208,147

Great Portland Estates PLC

6,372

38,162

H&T Group PLC

4,764

23,827

HSBC Holdings PLC sponsored ADR

9,151

399,533

Imperial Tobacco Group PLC

21,721

794,347

InterContinental Hotel Group PLC ADR

23,450

433,356

International Personal Finance PLC

13,642

60,157

International Power PLC

63,805

347,031

Johnson Matthey PLC

14,092

425,833

Kazakhmys PLC

9,000

134,244

Meggitt PLC

12,298

76,065

Micro Focus International PLC

3,800

20,754

National Grid PLC

65,397

650,301

Next PLC

3,700

152,091

Persimmon PLC

3,137

25,109

Common Stocks - continued

Shares

Value

United Kingdom - continued

Prudential PLC

54,997

$ 568,176

Reckitt Benckiser Group PLC

10,638

547,115

Reed Elsevier PLC

53,000

455,579

Rio Tinto PLC sponsored ADR

10,360

560,062

Rolls-Royce Group PLC

44,052

497,682

Rolls-Royce Group PLC Class C

3,039,588

4,888

Rotork PLC

9,403

254,653

Royal Dutch Shell PLC Class A sponsored ADR

43,000

3,049,130

SABMiller PLC

15,463

564,867

Scottish & Southern Energy PLC

21,452

463,668

Serco Group PLC

42,839

357,903

Shaftesbury PLC

21,733

176,153

Spectris PLC

1,770

36,208

Spirax-Sarco Engineering PLC

2,404

74,152

Standard Chartered PLC (United Kingdom)

32,873

771,320

Ted Baker PLC

3,075

38,140

Tesco PLC

112,083

724,162

Ultra Electronics Holdings PLC

1,400

35,844

Unite Group PLC

60,302

171,457

Victrex PLC

9,318

190,312

Vodafone Group PLC sponsored ADR

65,347

1,819,260

TOTAL UNITED KINGDOM

25,021,451

United States of America - 5.7%

Allergan, Inc.

2,600

218,712

ANSYS, Inc. (a)

300

16,308

Autoliv, Inc.

7,700

444,829

Berkshire Hathaway, Inc. Class B (a)

6,845

532,952

Broadridge Financial Solutions, Inc.

690

15,353

Cognizant Technology Solutions Corp. Class A (a)

1,910

138,953

Cymer, Inc. (a)

4,150

180,318

Dril-Quip, Inc. (a)

490

31,899

eBay, Inc. (a)

8,164

259,860

Evercore Partners, Inc. Class A

920

25,245

Freeport-McMoRan Copper & Gold, Inc.

1,300

52,338

Google, Inc. Class A (a)

520

308,173

Greenhill & Co., Inc.

300

11,334

ION Geophysical Corp. (a)

35,141

267,774

JPMorgan Chase & Co.

5,298

184,158

Juniper Networks, Inc. (a)

19,260

471,292

Kansas City Southern (a)

920

58,116

Lam Research Corp. (a)

4,708

202,397

Common Stocks - continued

Shares

Value

United States of America - continued

Martin Marietta Materials, Inc.

2,190

$ 158,052

MasterCard, Inc. Class A

2,009

697,605

Mead Johnson Nutrition Co. Class A

8,000

574,800

Mohawk Industries, Inc. (a)

6,930

364,865

Nuance Communications, Inc. (a)

4,251

112,566

Oceaneering International, Inc.

820

34,301

Philip Morris International, Inc.

11,700

817,479

PriceSmart, Inc.

1,400

106,456

ResMed, Inc. (a)

10,370

293,471

Solera Holdings, Inc.

3,121

170,500

Solutia, Inc. (a)

884

14,365

SS&C Technologies Holdings, Inc. (a)

954

15,130

Union Pacific Corp.

4,700

467,979

Visa, Inc. Class A

6,901

643,587

TOTAL UNITED STATES OF AMERICA

7,891,167

TOTAL COMMON STOCKS

(Cost $138,836,607)


133,653,906

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

Volkswagen AG

1,034

181,445

Italy - 0.1%

Telecom Italia SpA (Risparmio Shares)

143,000

150,094

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $392,992)


331,539

Money Market Funds - 3.6%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

4,609,098

$ 4,609,098

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

363,225

363,225

TOTAL MONEY MARKET FUNDS

(Cost $4,972,323)


4,972,323

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $144,201,922)

138,957,768

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(468,208)

NET ASSETS - 100%

$ 138,489,560

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $121,871 or 0.1% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

$ 181

Fidelity Securities Lending Cash Central Fund

31,105

Total

$ 31,286

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 25,021,451

$ 22,531,010

$ 2,490,441

$ -

Japan

16,254,323

-

16,254,323

-

Switzerland

9,082,329

8,811,050

271,279

-

Germany

8,267,853

7,754,156

513,697

-

United States of America

7,891,167

7,891,167

-

-

France

6,728,675

5,233,865

1,494,810

-

Australia

6,010,403

220,883

5,789,520

-

Korea (South)

5,815,675

-

5,815,675

-

Brazil

5,687,535

5,687,535

-

-

Other

43,226,034

25,351,417

17,874,617

-

Money Market Funds

4,972,323

4,972,323

-

-

Total Investments in Securities:

$ 138,957,768

$ 88,453,406

$ 50,504,362

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $33,183,732 of which $8,618,744, $15,708,944 and $8,856,044 will expire in fiscal 2016, 2017 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $332,595) - See accompanying schedule:

Unaffiliated issuers (cost $139,229,599)

$ 133,985,445

 

Fidelity Central Funds (cost $4,972,323)

4,972,323

 

Total Investments (cost $144,201,922)

 

$ 138,957,768

Foreign currency held at value (cost $450,490)

463,177

Receivable for investments sold

1,171,368

Receivable for fund shares sold

684,946

Dividends receivable

284,271

Distributions receivable from Fidelity Central Funds

1,137

Prepaid expenses

689

Receivable from investment adviser for expense reductions

57,911

Other receivables

29,554

Total assets

141,650,821

 

 

 

Liabilities

Payable to custodian bank

$ 54,666

Payable for investments purchased
Regular delivery

1,969,977

Delayed delivery

55,088

Payable for fund shares redeemed

506,258

Accrued management fee

77,502

Distribution and service plan fees payable

2,583

Other affiliated payables

30,824

Other payables and accrued expenses

101,138

Collateral on securities loaned, at value

363,225

Total liabilities

3,161,261

 

 

 

Net Assets

$ 138,489,560

Net Assets consist of:

 

Paid in capital

$ 176,367,284

Undistributed net investment income

1,552,849

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(34,194,366)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(5,236,207)

Net Assets

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,307,161 ÷ 645,276 shares)

$ 6.67

 

 

 

Maximum offering price per share (100/94.25 of $6.67)

$ 7.08

Class T:
Net Asset Value
and redemption price per share ($996,899 ÷ 148,175 shares)

$ 6.73

 

 

 

Maximum offering price per share (100/96.50 of $6.73)

$ 6.97

Class B:
Net Asset Value
and offering price per share ($254,279 ÷ 38,057 shares)A

$ 6.68

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,395,692 ÷ 209,094 shares)A

$ 6.67

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($131,338,267 ÷ 19,645,402 shares)

$ 6.69

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($197,262 ÷ 29,577 shares)

$ 6.67

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 3,448,845

Interest

 

1,597

Income from Fidelity Central Funds

 

31,286

Income before foreign taxes withheld

 

3,481,728

Less foreign taxes withheld

 

(260,512)

Total income

 

3,221,216

 

 

 

Expenses

Management fee
Basic fee

$ 797,169

Performance adjustment

(22,587)

Transfer agent fees

274,385

Distribution and service plan fees

36,441

Accounting and security lending fees

58,516

Custodian fees and expenses

310,251

Independent trustees' compensation

597

Registration fees

80,712

Audit

106,913

Legal

401

Miscellaneous

731

Total expenses before reductions

1,643,529

Expense reductions

(287,161)

1,356,368

Net investment income (loss)

1,864,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(8,922,239)

Foreign currency transactions

(75,788)

Total net realized gain (loss)

 

(8,998,027)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(8,598,208)

Assets and liabilities in foreign currencies

299

Total change in net unrealized appreciation (depreciation)

 

(8,597,909)

Net gain (loss)

(17,595,936)

Net increase (decrease) in net assets resulting from operations

$ (15,731,088)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,864,848

$ 773,945

Net realized gain (loss)

(8,998,027)

1,906,137

Change in net unrealized appreciation (depreciation)

(8,597,909)

5,447,726

Net increase (decrease) in net assets resulting
from operations

(15,731,088)

8,127,808

Distributions to shareholders from net investment income

(953,041)

(411,223)

Distributions to shareholders from net realized gain

(220,294)

(169,935)

Total distributions

(1,173,335)

(581,158)

Share transactions - net increase (decrease)

86,742,563

18,410,630

Redemption fees

14,195

6,300

Total increase (decrease) in net assets

69,852,335

25,963,580

 

 

 

Net Assets

Beginning of period

68,637,225

42,673,645

End of period (including undistributed net investment income of $1,552,849 and undistributed net investment income of $724,017, respectively)

$ 138,489,560

$ 68,637,225

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A,B

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A,B

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A,B

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A,B

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (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, Total International Equity 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 7,855,689

Gross unrealized depreciation

(14,110,478)

Net unrealized appreciation (depreciation) on securities and other investments

$ (6,254,789)

 

 

Tax Cost

$ 145,212,557

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,552,850

Capital loss carryforward

$ (33,183,732)

Net unrealized appreciation (depreciation)

$ (6,246,842)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 1,173,335

$ 581,158

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Annual Report

Notes to Financial Statements - continued

4. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies 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 $169,182,591 and $84,756,770, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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%

$ 12,983

$ 1,616

Class T

.25%

.25%

5,374

38

Class B

.75%

.25%

3,026

2,283

Class C

.75%

.25%

15,058

2,823

 

 

 

$ 36,441

$ 6,760

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% to 1% for Class B, 1% 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

$ 2,591

Class T

454

Class B*

305

Class C*

219

 

$ 3,569

* 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

Annual Report

Notes to Financial Statements - continued

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

$ 14,366

.28

Class T

3,388

.32

Class B

928

.31

Class C

4,603

.31

Total International Equity

250,636

.24

Institutional Class

464

.30

 

$ 274,385

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $901 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $320 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

Annual Report

8. Security Lending - continued

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 $31,105. During the period, there were no securities loaned to FCM.

9. 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%

$ 14,721

Class T

1.70%

3,433

Class B

2.20%

954

Class C

2.20%

4,689

Total International Equity

1.20%

229,885

Institutional Class

1.20%

437

 

 

$ 254,119

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $1,529.

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 $31,513 for the period.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 61,018

$ 26,391

Class T

9,414

-

Class B

1,488

-

Class C

6,263

-

Total International Equity

873,280

382,451

Institutional Class

1,578

2,381

Total

$ 953,041

$ 411,223

 

From net realized gain

 

 

Class A

$ 16,196

$ 14,995

Class T

3,213

-

Class B

1,016

-

Class C

4,485

-

Total International Equity

195,026

154,214

Institutional Class

358

726

Total

$ 220,294

$ 169,935

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

231,083

443,125

$ 1,708,687

$ 2,924,922

Reinvestment of distributions

10,039

5,568

74,076

37,804

Shares redeemed

(279,366)

(347,260)

(2,035,449)

(2,296,503)

Net increase (decrease)

(38,244)

101,433

$ (252,686)

$ 666,223

Class T

 

 

 

 

Shares sold

37,121

121,719

$ 276,509

$ 807,663

Reinvestment of distributions

1,678

-

12,524

-

Shares redeemed

(25,970)

(224,749)

(191,826)

(1,531,457)

Net increase (decrease)

12,829

(103,030)

$ 97,207

$ (723,794)

Class B

 

 

 

 

Shares sold

3,282

30,066

$ 24,631

$ 198,826

Reinvestment of distributions

331

-

2,469

-

Shares redeemed

(9,973)

(194,792)

(73,676)

(1,332,260)

Net increase (decrease)

(6,360)

(164,726)

$ (46,576)

$ (1,133,434)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

66,879

86,496

$ 498,161

$ 580,588

Reinvestment of distributions

1,425

-

10,610

-

Shares redeemed

(52,554)

(161,545)

(388,669)

(1,102,805)

Net increase (decrease)

15,750

(75,049)

$ 120,102

$ (522,217)

Total International Equity

 

 

 

 

Shares sold

16,784,298

6,833,012

$ 125,543,898

$ 45,955,028

Reinvestment of distributions

135,624

74,043

1,000,533

502,009

Shares redeemed

(5,532,363)

(3,806,841)

(39,913,646)

(24,965,317)

Net increase (decrease)

11,387,559

3,100,214

$ 86,630,785

$ 21,491,720

Institutional Class

 

 

 

 

Shares sold

26,909

377

$ 202,383

$ 2,481

Reinvestment of distributions

263

460

1,936

3,106

Shares redeemed

(1,422)

(201,123)

(10,588)

(1,373,455)

Net increase (decrease)

25,750

(200,286)

$ 193,731

$ (1,367,868)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the funds' Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

Trustees and Officers - continued

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch, may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The fund designates 100% of the dividends distributed in December 2010 during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Total International Equity Fund

12/06/10

$0.085

$0.0112

 

12/31/10

0.015

0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Total International Equity Fund

dif31480

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Total International Equity Fund

dif31482

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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 (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated service graphic) 1-800-544-5555

(automated service graphic) Automated line for quickest service

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

TIE-UANN-1211
1.912357.101

(Fidelity Logo)

Fidelity Advisor®

Total International Equity

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

Class A, Class T,
Class B, and Class C are
classes of Fidelity® Total
International Equity Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-13.32%

-9.85%

  Class T (incl. 3.50% sales charge)

-11.30%

-9.52%

  Class B (incl. contingent deferred sales charge) B

-13.19%

-9.84%

  Class C (incl. contingent deferred sales charge) C

-9.62%

-9.19%

A From November 1, 2007.

B Class B shares' contingent deferred sales charge included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total International Equity Fund - Class A on November 1, 2007, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

dif31496

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Co-Portfolio Manager of Fidelity Advisor® Total International Equity Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -8.03%, -8.08%, -8.66% and -8.72%, respectively (excluding sales charges), lagging the MSCI index. Security selection in the U.K. and France detracted the most, as did positioning in Canada. An overweighting in the U.S. also hurt, but good picks there more than compensated. Selection in Japan and Finland also helped. On a sector basis, our choices in financials detracted, including various European firms - Societe Generale (France), Turkiye Garanti Bankasi (Turkey), Intesa Sanpaolo (Italy) and AXA (France). Stock picking in consumer staples and industrials hurt, as did our energy positioning. Our stance in information technology and consumer discretionary, however, was positive. Other individual detractors included underweighting U.K.-based British American Tobacco and Canadian energy firm Niko Resources. On the positive side, not owning weak-performing benchmark component Tokyo Electric Power helped, as did an out-of-benchmark stake in U.S. credit card processor MasterCard and an overweighting in French drug maker Roche Holding. Some of the stocks mentioned in this report were not owned at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 819.40

$ 6.65

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 819.70

$ 7.80

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.60

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.40

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.90

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.40

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.1%

 

dif30472

Japan 11.7%

 

dif30474

United States of America 9.0%

 

dif30476

Switzerland 6.6%

 

dif30478

Germany 5.9%

 

dif30480

France 4.9%

 

dif30482

Australia 4.3%

 

dif30484

Korea (South) 4.2%

 

dif30486

Brazil 4.1%

 

dif30488

Other 31.2%

 

dif31508

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 16.4%

 

dif30472

Japan 10.3%

 

dif30474

United States of America 7.4%

 

dif30476

Switzerland 5.6%

 

dif30478

France 5.3%

 

dif30480

Germany 5.2%

 

dif30482

Brazil 4.4%

 

dif30484

Korea (South) 3.6%

 

dif30486

Spain 3.0%

 

dif30488

Other 38.8%

 

dif31520

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.6

Short-Term Investments and Net Other Assets

3.3

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.7

1.8

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.2

1.7

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.6

0.9

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.4

1.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.3

0.9

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.1

1.1

Sanofi-aventis (France, Pharmaceuticals)

1.1

0.0

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.1

0.1

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.1

1.0

 

15.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

23.8

Consumer Staples

12.9

8.8

Materials

10.6

13.5

Energy

10.0

10.0

Consumer Discretionary

9.9

10.8

Industrials

9.9

11.3

Health Care

8.0

5.1

Information Technology

6.8

7.7

Telecommunication Services

6.7

3.7

Utilities

3.7

2.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Australia - 4.3%

Australia & New Zealand Banking Group Ltd.

43,841

$ 990,744

Coca-Cola Amatil Ltd.

20,575

265,625

Commonwealth Bank of Australia

28,630

1,470,865

CSL Ltd.

20,431

615,420

Macquarie Group Ltd.

9,104

234,416

MAp Group unit

66,645

237,831

Newcrest Mining Ltd.

12,208

431,494

Newcrest Mining Ltd. sponsored ADR

6,284

220,883

OZ Minerals Ltd.

19,949

239,586

QBE Insurance Group Ltd.

9,595

147,709

Ramsay Health Care Ltd.

619

12,169

Telstra Corp. Ltd.

160,903

522,492

Woolworths Ltd.

8,510

212,752

WorleyParsons Ltd.

14,070

408,417

TOTAL AUSTRALIA

6,010,403

Austria - 0.4%

Andritz AG

4,229

374,736

Zumtobel AG

8,900

185,613

TOTAL AUSTRIA

560,349

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

66,466

293,949

Bailiwick of Jersey - 0.9%

Informa PLC

27,581

160,745

Randgold Resources Ltd. sponsored ADR

6,860

751,650

Wolseley PLC

9,363

270,735

TOTAL BAILIWICK OF JERSEY

1,183,130

Belgium - 1.4%

Anheuser-Busch InBev SA NV

27,471

1,523,656

Gimv NV

520

26,590

Umicore SA

8,973

386,378

TOTAL BELGIUM

1,936,624

Bermuda - 0.9%

Aquarius Platinum Ltd. (Australia)

6,424

18,847

Cheung Kong Infrastructure Holdings Ltd.

27,000

144,631

CNPC (Hong Kong) Ltd.

92,000

128,872

Great Eagle Holdings Ltd.

30,089

66,826

Lazard Ltd. Class A

7,950

217,353

Li & Fung Ltd.

212,000

408,565

Common Stocks - continued

Shares

Value

Bermuda - continued

NWS Holdings Ltd.

48,000

$ 72,786

Trinity Ltd.

214,000

193,961

TOTAL BERMUDA

1,251,841

Brazil - 4.1%

Arezzo Industria e Comercio SA

12,100

159,952

Banco ABC Brasil SA

3,900

26,005

Banco Bradesco SA (PN) sponsored ADR

31,200

567,840

Banco do Estado do Rio Grande do Sul SA

15,600

164,430

Banco Pine SA

2,300

15,282

BM&F Bovespa SA

45,900

273,978

BR Malls Participacoes SA

26,900

290,586

Braskem SA Class A sponsored ADR

18,280

329,771

Cia.Hering SA

600

13,400

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,800

330,456

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

6,900

189,256

Companhia de Saneamento de Minas Gerais

2,400

45,059

Eletropaulo Metropolitana SA (PN-B)

8,300

148,870

Embraer SA sponsored ADR

4,200

116,844

Gol Linhas Aereas Inteligentes SA sponsored ADR

15,900

127,518

Iguatemi Empresa de Shopping Centers SA

7,700

149,184

Itau Unibanco Banco Multiplo SA sponsored ADR

11,970

228,866

Klabin SA (PN) (non-vtg.)

7,500

27,603

Localiza Rent A Car SA

3,200

48,358

Marcopolo SA (PN)

13,300

58,863

Mills Estruturas e Servicos de Engenharia SA

3,300

32,958

Multiplan Empreendimentos Imobiliarios SA

11,800

238,584

Multiplus SA

5,100

86,129

Odontoprev SA

1,900

29,896

OGX Petroleo e Gas Participacoes SA (a)

32,800

271,232

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR

24,300

614,547

Qualicorp SA

5,000

45,714

Restoque Comercio e Confeccoes de Roupas SA

200

3,145

T4F Entretenimento SA

1,800

12,579

Tegma Gestao Logistica

7,900

102,591

Telefonica Brasil SA sponsored ADR (a)

4,300

124,786

TIM Participacoes SA sponsored ADR

9,906

257,952

Totvs SA

800

13,277

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

8,300

$ 147,904

Vale SA (PN-A) sponsored ADR

16,700

394,120

TOTAL BRAZIL

5,687,535

British Virgin Islands - 0.1%

Mail.ru Group Ltd.:

GDR (a)(e)

3,500

120,575

GDR (Reg. S)

100

3,445

TOTAL BRITISH VIRGIN ISLANDS

124,020

Canada - 1.5%

Agnico-Eagle Mines Ltd. (Canada)

6,690

290,190

Eldorado Gold Corp.

12,300

231,107

Fairfax Financial Holdings Ltd. (sub. vtg.)

865

361,558

First Quantum Minerals Ltd.

7,200

151,028

Goldcorp, Inc.

3,800

184,882

Niko Resources Ltd.

6,070

333,870

Open Text Corp. (a)

4,750

290,713

Pan American Silver Corp.

4,300

120,228

Petrominerales Ltd.

4,725

124,660

Quadra FNX Mining Ltd. (a)

1,100

12,690

TAG Oil Ltd. (a)

2,000

12,399

Tuscany International Drilling, Inc. (a)

16,400

11,187

Tuscany International Drilling, Inc. (a)(e)

1,900

1,296

TOTAL CANADA

2,125,808

Cayman Islands - 1.3%

Belle International Holdings Ltd.

44,000

86,294

Central China Real Estate Ltd.

111,050

25,077

China Lilang Ltd.

20,000

21,053

China Shanghui Cement Group Ltd.

195,000

149,365

Country Garden Holdings Co. Ltd.

290,000

114,822

Eurasia Drilling Co. Ltd. GDR (Reg. S)

6,400

151,040

EVA Precision Industrial Holdings Ltd.

298,000

76,959

Haitian International Holdings Ltd.

57,000

50,644

Intime Department Store Group Co. Ltd.

9,000

12,916

NVC Lighting Holdings Ltd.

415,000

180,190

Sands China Ltd. (a)

85,000

255,441

Shenguan Holdings Group Ltd.

166,000

89,184

Silver Base Group Holdings Ltd.

81,000

86,264

SOHO China Ltd.

153,000

109,084

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Vantage Drilling Co. (a)

8,900

$ 12,104

Wynn Macau Ltd.

113,000

316,612

TOTAL CAYMAN ISLANDS

1,737,049

Chile - 0.4%

Banco Santander Chile sponsored ADR

2,900

236,872

CFR Pharmaceuticals SA

488,397

115,632

Empresa Nacional de Telecomunicaciones SA (ENTEL)

8,423

166,758

TOTAL CHILE

519,262

China - 1.8%

Baidu.com, Inc. sponsored ADR (a)

3,115

436,661

China Communications Construction Co. Ltd. (H Shares)

187,000

141,046

China Communications Services Corp. Ltd. (H Shares)

270,000

124,520

China Construction Bank Corp. (H Shares)

587,000

431,290

China Minsheng Banking Corp. Ltd. (H Shares)

274,000

223,206

China National Building Materials Co. Ltd. (H Shares)

90,000

115,282

China Pacific Insurance Group Co. Ltd. (H Shares)

26,600

81,627

China Petroleum & Chemical Corp.:

(H Shares)

152,000

143,751

sponsored ADR (H Shares)

1,200

113,280

China Southern Airlines Ltd. (H Shares) (a)

200,000

111,612

Great Wall Motor Co. Ltd. (H Shares)

88,000

119,496

Harbin Power Equipment Co. Ltd. (H Shares)

142,000

143,099

Industrial & Commercial Bank of China Ltd. (H Shares)

235,285

146,927

SINA Corp. (a)

900

73,161

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

216,000

79,304

Yantai Changyu Pioneer Wine Co. (B Shares)

6,290

70,769

TOTAL CHINA

2,555,031

Czech Republic - 0.4%

Ceske Energeticke Zavody AS

7,500

317,178

Komercni Banka AS

600

115,720

Philip Morris CR A/S

100

65,661

TOTAL CZECH REPUBLIC

498,559

Denmark - 1.2%

Novo Nordisk A/S Series B sponsored ADR

11,100

1,179,930

William Demant Holding A/S (a)

5,310

423,674

TOTAL DENMARK

1,603,604

Egypt - 0.1%

Commercial International Bank Ltd. sponsored GDR

30,509

134,789

Common Stocks - continued

Shares

Value

Finland - 0.7%

Metso Corp.

4,520

$ 176,022

Nokian Tyres PLC

11,302

415,264

Outotec Oyj

7,812

365,196

TOTAL FINLAND

956,482

France - 4.9%

Alstom SA

12,669

475,134

Atos Origin SA

4,113

199,333

Audika SA

1,000

22,115

BNP Paribas SA

14,551

661,505

Casino Guichard Perrachon et Compagnie

2,608

245,138

Compagnie de St. Gobain

4,179

194,840

Danone

12,580

875,696

Euler Hermes SA

1,414

102,460

GDF Suez

16,600

471,286

Laurent-Perrier Group

359

37,013

Pernod-Ricard SA

2,800

261,557

PPR SA

2,700

421,854

Remy Cointreau SA

3,752

308,428

Safran SA

17,914

586,807

Saft Groupe SA

1,329

40,462

Sanofi-aventis

20,892

1,494,810

Unibail-Rodamco

1,421

284,162

Vetoquinol SA

400

13,186

Virbac SA

190

32,889

TOTAL FRANCE

6,728,675

Georgia - 0.0%

Bank of Georgia GDR (Reg. S)

3,800

48,450

Germany - 5.8%

Allianz AG

7,752

871,220

Allianz AG sponsored ADR

13,600

152,320

alstria office REIT-AG

12,500

160,705

BASF AG

13,415

987,473

Bayer AG

10,037

643,047

Bayerische Motoren Werke AG (BMW)

2,605

212,915

Bilfinger Berger AG

512

45,900

CompuGROUP Holding AG

946

12,175

CTS Eventim AG

1,974

65,359

Daimler AG (United States)

9,900

503,316

Deutsche Telekom AG

37,500

477,134

E.ON AG

23,710

574,543

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG

479

$ 50,452

HeidelbergCement AG

4,700

214,513

Linde AG

7,449

1,184,982

MAN SE

1,872

166,035

Metro AG

3,800

177,170

Siemens AG

4,900

513,697

Siemens AG sponsored ADR

8,100

850,257

Software AG (Bearer)

759

31,532

Volkswagen AG

1,217

191,663

TOTAL GERMANY

8,086,408

Hong Kong - 1.6%

China Insurance International Holdings Co. Ltd. (a)

60,600

131,415

China Mobile (Hong Kong) Ltd.

67,500

641,543

China Power International Development Ltd.

607,000

128,441

CNOOC Ltd.

223,000

421,550

CNOOC Ltd. sponsored ADR

500

94,305

Dah Chong Hong Holdings Ltd.

47,000

57,078

Henderson Land Development Co. Ltd.

6,000

32,796

Hong Kong Exchanges and Clearing Ltd.

27,100

459,396

Lenovo Group Ltd.

48,000

32,271

Power Assets Holdings Ltd.

35,000

265,958

TOTAL HONG KONG

2,264,753

Hungary - 0.0%

Magyar Telekom PLC

11,000

25,599

India - 1.0%

Apollo Tyres Ltd.

8,934

10,477

Bank of Baroda

11,133

175,541

Bharti Airtel Ltd.

54,055

432,911

Housing Development Finance Corp. Ltd.

18,488

260,178

Indian Overseas Bank

43,467

91,094

Jain Irrigation Systems Ltd.

3,152

8,031

Jyothy Laboratories Ltd.

6,140

17,973

Punjab National Bank

2,820

57,448

Tata Consultancy Services Ltd.

9,254

210,508

Tata Steel Ltd.

6,075

59,823

Ultratech Cement Ltd.

4,746

112,057

TOTAL INDIA

1,436,041

Indonesia - 1.1%

PT Astra International Tbk

40,000

308,430

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Bank Negara Indonesia (Persero) Tbk

281,000

$ 125,933

PT Bank Rakyat Indonesia Tbk

439,000

330,061

PT Bank Tabungan Negara Tbk

425,000

68,412

PT Bumi Serpong Damai Tbk

627,900

64,613

PT Ciputra Development Tbk

779,000

42,712

PT Gadjah Tunggal Tbk

146,500

44,799

PT Indofood Sukses Makmur Tbk

213,000

126,437

PT Indosat Tbk

207,000

123,978

PT Summarecon Agung Tbk

260,000

34,025

PT Tower Bersama Infrastructure Tbk

318,000

74,009

PT XL Axiata Tbk

207,000

115,773

TOTAL INDONESIA

1,459,182

Ireland - 0.7%

CRH PLC sponsored ADR (d)

33,204

611,286

James Hardie Industries NV sponsored ADR (a)

11,165

362,081

TOTAL IRELAND

973,367

Israel - 0.2%

Azrieli Group

5,882

151,342

Check Point Software Technologies Ltd. (a)

2,100

121,023

Ituran Location & Control Ltd.

2,061

27,432

TOTAL ISRAEL

299,797

Italy - 1.5%

Azimut Holding SpA

4,314

33,731

ENI SpA

44,600

985,977

Fiat Industrial SpA (a)

32,899

287,060

Interpump Group SpA

28,825

185,652

Intesa Sanpaolo SpA

145,265

259,533

Saipem SpA

5,356

240,154

Telecom Italia SpA

119,900

149,210

TOTAL ITALY

2,141,317

Japan - 11.7%

ABC-Mart, Inc.

4,300

168,418

Aeon Credit Service Co. Ltd.

15,900

237,145

Air Water, Inc.

26,000

330,091

Aisin Seiki Co. Ltd.

5,500

173,971

Aozora Bank Ltd.

164,000

414,649

Asahi Co. Ltd.

800

17,726

Asahi Glass Co. Ltd.

19,000

166,403

Autobacs Seven Co. Ltd.

7,200

329,737

Common Stocks - continued

Shares

Value

Japan - continued

Canon, Inc.

8,100

$ 367,769

Chubu Electric Power Co., Inc.

13,400

245,194

Credit Saison Co. Ltd.

14,300

279,084

Daikoku Denki Co. Ltd.

2,000

17,910

Daikokutenbussan Co. Ltd.

1,500

43,055

Denso Corp.

25,300

778,157

Dentsu, Inc.

7,300

219,833

Fanuc Corp.

6,100

986,437

Fast Retailing Co. Ltd.

1,300

233,556

FCC Co. Ltd.

2,300

48,601

GCA Savvian Group Corp.

16

18,730

Glory Ltd.

900

19,266

Goldcrest Co. Ltd.

860

15,780

Honda Motor Co. Ltd.

15,600

466,558

INPEX Corp.

46

303,735

Itochu Corp.

55,600

549,979

Japan Retail Fund Investment Corp.

318

492,318

Japan Tobacco, Inc.

196

979,765

JSR Corp.

13,000

248,203

JX Holdings, Inc.

61,500

358,276

Kamigumi Co. Ltd.

4,000

34,932

KDDI Corp.

87

637,388

Keyence Corp.

2,010

511,029

Kobayashi Pharmaceutical Co. Ltd.

6,800

337,114

Kyoto Kimono Yuzen Co. Ltd.

1,600

18,615

Meiko Network Japan Co. Ltd.

1,300

10,765

Miraial Co. Ltd.

300

4,662

Mitsubishi Corp.

13,200

271,519

Mitsubishi Tanabe Pharma Corp.

22,400

387,509

Nabtesco Corp.

2,400

52,571

Nagaileben Co. Ltd.

1,200

16,539

Nihon M&A Center, Inc.

6

33,871

Nihon Parkerizing Co. Ltd.

2,000

26,927

Nippon Seiki Co. Ltd.

3,000

30,145

Nippon Telegraph & Telephone Corp.

13,500

692,582

Nippon Thompson Co. Ltd.

8,000

51,534

Obic Co. Ltd.

1,430

270,391

ORIX Corp.

2,930

255,749

Osaka Securities Exchange Co. Ltd.

72

337,440

OSG Corp.

1,300

16,661

Santen Pharmaceutical Co. Ltd.

6,200

231,374

Seven & i Holdings Co., Ltd.

12,000

320,270

Common Stocks - continued

Shares

Value

Japan - continued

Seven Bank Ltd.

8

$ 14,238

SHO-BOND Holdings Co. Ltd.

6,300

140,552

Shoei Co. Ltd.

1,100

7,403

The Nippon Synthetic Chemical Industry Co. Ltd.

5,000

27,779

Tokio Marine Holdings, Inc.

9,200

219,397

Tokyo Gas Co. Ltd.

98,000

422,074

Toray Industries, Inc.

40,000

284,732

Tsumura & Co.

1,200

33,754

Tsutsumi Jewelry Co. Ltd.

600

13,983

Unicharm Corp.

8,200

367,275

USS Co. Ltd.

9,880

816,876

West Japan Railway Co.

11,800

500,072

Yamatake Corp.

900

19,914

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

16,254,323

Kazakhstan - 0.1%

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

8,100

137,538

Korea (South) - 4.2%

BS Financial Group, Inc. (a)

11,160

122,369

Cheil Worldwide, Inc.

6,620

107,992

CJ CheilJedang Corp.

153

42,065

CJ Corp.

2,289

163,382

Daum Communications Corp.

665

80,267

Doosan Co. Ltd.

1,290

162,511

GS Holdings Corp.

2,952

169,406

Hana Financial Group, Inc.

6,920

246,284

Hankook Tire Co. Ltd.

2,340

93,051

Hyundai Department Store Co. Ltd.

1,186

169,409

Hyundai Fire & Marine Insurance Co. Ltd.

2,950

85,101

Hyundai Heavy Industries Co. Ltd.

917

244,075

Hyundai Hysco Co. Ltd.

2,860

110,296

Hyundai Mobis

986

281,132

Hyundai Motor Co.

2,901

582,048

Industrial Bank of Korea

15,910

208,092

Kia Motors Corp.

4,180

266,988

Korea Zinc Co. Ltd.

286

83,516

KT&G Corp.

4,353

271,291

LG Chemical Ltd.

1

321

LIG Non-Life Insurance Co. Ltd.

3,220

68,289

Lotte Samkang Co. Ltd.

104

30,999

NCsoft Corp.

58

18,166

Common Stocks - continued

Shares

Value

Korea (South) - continued

Nong Shim Co. Ltd.

600

$ 117,135

Paradise Co. Ltd.

14,371

100,625

Samsung Card Co. Ltd.

3,154

117,749

Samsung Electronics Co. Ltd.

1,689

1,448,571

Shinhan Financial Group Co. Ltd.

8,060

319,890

SK Chemicals Co. Ltd.

1,642

104,655

TOTAL KOREA (SOUTH)

5,815,675

Luxembourg - 0.2%

GlobeOp Financial Services SA

5,400

24,750

Millicom International Cellular SA (depositary receipt)

1,700

187,352

TOTAL LUXEMBOURG

212,102

Malaysia - 0.1%

Axiata Group Bhd

117,600

185,873

Mexico - 0.7%

Embotelladoras Arca SAB de CC

19,200

91,098

Grupo Modelo SAB de CV Series C

51,500

326,666

Wal-Mart de Mexico SA de CV Series V

218,500

564,452

TOTAL MEXICO

982,216

Netherlands - 1.7%

Aalberts Industries NV

2,600

46,038

ASM International NV unit

650

18,343

ASML Holding NV

13,700

574,441

ING Groep NV:

(Certificaten Van Aandelen) (a)

56,010

482,931

sponsored ADR (a)

17,982

155,364

Koninklijke KPN NV

18,515

243,315

Koninklijke Philips Electronics NV

11,400

237,345

QIAGEN NV (a)

13,700

188,786

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

9,200

317,664

Yandex NV

2,100

57,792

TOTAL NETHERLANDS

2,322,019

Nigeria - 0.1%

Guaranty Trust Bank PLC GDR (Reg. S)

23,046

106,012

Norway - 1.1%

Aker Solutions ASA

12,307

143,128

DnB NOR ASA

33,700

393,134

Common Stocks - continued

Shares

Value

Norway - continued

Orkla ASA (A Shares) (d)

36,200

$ 315,342

Telenor ASA

36,000

642,719

TOTAL NORWAY

1,494,323

Panama - 0.1%

Copa Holdings SA Class A

2,000

138,140

Papua New Guinea - 0.0%

Oil Search Ltd.

2,098

14,314

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

4,900

200,557

Philippines - 0.1%

Globe Telecom, Inc.

2,500

53,301

Jollibee Food Corp.

9,600

20,400

Megaworld Corp.

70,000

3,087

TOTAL PHILIPPINES

76,788

Poland - 0.1%

Polska Grupa Energetyczna SA

16,300

100,453

TVN SA

21,075

84,356

TOTAL POLAND

184,809

Portugal - 0.4%

Energias de Portugal SA

38,038

120,284

Jeronimo Martins SGPS SA

28,525

493,447

TOTAL PORTUGAL

613,731

Qatar - 0.0%

Commercial Bank of Qatar GDR (Reg. S)

3,576

16,401

Russia - 1.1%

Cherkizovo Group OJSC GDR (a)

3,818

53,247

Lukoil Oil Co. sponsored ADR

5,212

300,732

Mostotrest OAO (a)

5,300

30,466

Gazprom OAO sponsored ADR

14,921

173,233

NOVATEK OAO GDR

2,900

407,160

Rosneft Oil Co. OJSC GDR (Reg. S)

9,700

69,016

Sberbank of Russia (f)

122,300

331,865

TNK-BP Holding

5,700

15,595

Uralkali JSC GDR (Reg. S)

4,653

201,940

TOTAL RUSSIA

1,583,254

Singapore - 0.8%

Sakari Resources Ltd.

33,000

61,621

Common Stocks - continued

Shares

Value

Singapore - continued

Singapore Telecommunications Ltd.

221,000

$ 558,557

United Overseas Bank Ltd.

31,746

430,402

Wing Tai Holdings Ltd.

12,000

12,168

TOTAL SINGAPORE

1,062,748

South Africa - 1.3%

African Bank Investments Ltd.

37,000

160,563

African Rainbow Minerals Ltd.

13,763

318,084

Clicks Group Ltd.

28,266

148,341

Foschini Ltd.

13,098

165,270

Imperial Holdings Ltd.

5,800

85,871

JSE Ltd.

28,200

249,725

Life Healthcare Group Holdings Ltd.

41,607

101,235

Mr Price Group Ltd.

34,600

333,082

MTN Group Ltd.

5,500

95,997

Northam Platinum Ltd.

18,107

70,157

TOTAL SOUTH AFRICA

1,728,325

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

79,238

716,312

Grifols SA (a)

446

8,323

Inditex SA

4,959

451,295

Prosegur Compania de Seguridad SA (Reg.)

6,451

321,838

Red Electrica Corporacion SA

3,500

169,407

Repsol YPF SA

14,179

429,729

TOTAL SPAIN

2,096,904

Sweden - 1.1%

Fagerhult AB

5,900

138,913

H&M Hennes & Mauritz AB (B Shares)

18,196

602,575

Intrum Justitia AB

2,800

46,061

Swedish Match Co.

9,350

323,544

Tele2 AB (B Shares)

8,900

187,841

Telefonaktiebolaget LM Ericsson (B Shares)

23,067

240,362

TOTAL SWEDEN

1,539,296

Switzerland - 6.6%

Bank Sarasin & Co. Ltd. Series B (Reg.)

1,907

72,799

Nestle SA

63,792

3,700,093

Novartis AG sponsored ADR

4,000

225,880

Roche Holding AG (participation certificate)

14,705

2,424,721

Schindler Holding AG:

(participation certificate)

2,002

235,435

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

570

$ 67,097

Syngenta AG (Switzerland)

890

271,279

The Swatch Group AG (Bearer)

1,780

753,744

Transocean Ltd. (United States)

2,502

142,989

UBS AG (NY Shares) (a)

45,062

568,682

Zurich Financial Services AG

2,668

619,610

TOTAL SWITZERLAND

9,082,329

Taiwan - 1.3%

Catcher Technology Co. Ltd.

32,000

178,288

Chroma ATE, Inc.

32,116

64,078

Formosa Plastics Corp.

77,000

226,464

Hotai Motor Co. Ltd.

3,000

13,051

HTC Corp.

8,565

192,486

Kinsus Interconnect Technology Corp.

24,000

82,891

Leofoo Development Co. Ltd. (a)

45,000

29,619

President Chain Store Corp.

24,000

133,458

SIMPLO Technology Co. Ltd.

10,400

61,195

Taishin Financial Holdings Co. Ltd.

489,222

207,145

Taiwan Cement Corp.

173,179

216,280

Taiwan Semiconductor Manufacturing Co. Ltd.

145,035

353,432

TOTAL TAIWAN

1,758,387

Thailand - 0.8%

Advanced Info Service PCL (For. Reg.)

62,600

263,003

Asian Property Development PCL (For. Reg.)

428,660

62,653

Bangkok Expressway PCL (For.Reg.)

46,700

24,657

Banpu PCL (For. Reg.)

3,550

72,066

Charoen Pokphand Foods PCL (For. Reg.)

66,400

64,665

Krung Thai Bank PCL (For. Reg.)

174,500

85,391

PTT Global Chemical PCL (For. Reg.) (a)

8,911

18,791

PTT PCL (For. Reg.)

17,300

170,429

Siam Cement PCL (For. Reg.)

10,000

119,896

Siam Commercial Bank PCL (For. Reg.)

73,500

278,036

Total Access Communication PCL (For. Reg.)

200

476

TOTAL THAILAND

1,160,063

Turkey - 1.0%

Albaraka Turk Katilim Bankasi AS

21,000

22,208

Anadolu Efes Biracilik ve Malt Sanayii AS

10,000

121,589

Aygaz A/S

15,010

82,000

Boyner Buyuk Magazacilik A/S (a)

9,049

15,199

Common Stocks - continued

Shares

Value

Turkey - continued

Coca-Cola Icecek AS

20,489

$ 278,092

Koc Holding AS

18,000

64,335

Tofas Turk Otomobil Fabrikasi AS

21,655

83,767

Tupras-Turkiye Petrol Rafinerileri AS

5,313

120,187

Turkiye Garanti Bankasi AS

151,200

533,572

TOTAL TURKEY

1,320,949

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

43,463

12,188

United Kingdom - 18.1%

Aegis Group PLC

54,149

119,477

AMEC PLC

1,801

26,806

Anglo American PLC (United Kingdom)

11,000

405,725

Aviva PLC

65,272

356,162

Babcock International Group PLC

36,100

409,005

Barclays PLC

185,919

576,446

Bellway PLC

2,828

32,291

BG Group PLC

67,077

1,463,300

BHP Billiton PLC ADR

30,000

1,889,100

BP PLC sponsored ADR

33,187

1,466,202

British American Tobacco PLC (United Kingdom)

7,400

339,356

British Land Co. PLC

24,600

201,963

Britvic PLC

8,000

42,444

Centrica PLC

49,175

234,640

Compass Group PLC

28,500

259,419

Dechra Pharmaceuticals PLC

3,500

27,581

Derwent London PLC

800

21,846

GlaxoSmithKline PLC sponsored ADR

49,300

2,208,147

Great Portland Estates PLC

6,372

38,162

H&T Group PLC

4,764

23,827

HSBC Holdings PLC sponsored ADR

9,151

399,533

Imperial Tobacco Group PLC

21,721

794,347

InterContinental Hotel Group PLC ADR

23,450

433,356

International Personal Finance PLC

13,642

60,157

International Power PLC

63,805

347,031

Johnson Matthey PLC

14,092

425,833

Kazakhmys PLC

9,000

134,244

Meggitt PLC

12,298

76,065

Micro Focus International PLC

3,800

20,754

National Grid PLC

65,397

650,301

Next PLC

3,700

152,091

Persimmon PLC

3,137

25,109

Common Stocks - continued

Shares

Value

United Kingdom - continued

Prudential PLC

54,997

$ 568,176

Reckitt Benckiser Group PLC

10,638

547,115

Reed Elsevier PLC

53,000

455,579

Rio Tinto PLC sponsored ADR

10,360

560,062

Rolls-Royce Group PLC

44,052

497,682

Rolls-Royce Group PLC Class C

3,039,588

4,888

Rotork PLC

9,403

254,653

Royal Dutch Shell PLC Class A sponsored ADR

43,000

3,049,130

SABMiller PLC

15,463

564,867

Scottish & Southern Energy PLC

21,452

463,668

Serco Group PLC

42,839

357,903

Shaftesbury PLC

21,733

176,153

Spectris PLC

1,770

36,208

Spirax-Sarco Engineering PLC

2,404

74,152

Standard Chartered PLC (United Kingdom)

32,873

771,320

Ted Baker PLC

3,075

38,140

Tesco PLC

112,083

724,162

Ultra Electronics Holdings PLC

1,400

35,844

Unite Group PLC

60,302

171,457

Victrex PLC

9,318

190,312

Vodafone Group PLC sponsored ADR

65,347

1,819,260

TOTAL UNITED KINGDOM

25,021,451

United States of America - 5.7%

Allergan, Inc.

2,600

218,712

ANSYS, Inc. (a)

300

16,308

Autoliv, Inc.

7,700

444,829

Berkshire Hathaway, Inc. Class B (a)

6,845

532,952

Broadridge Financial Solutions, Inc.

690

15,353

Cognizant Technology Solutions Corp. Class A (a)

1,910

138,953

Cymer, Inc. (a)

4,150

180,318

Dril-Quip, Inc. (a)

490

31,899

eBay, Inc. (a)

8,164

259,860

Evercore Partners, Inc. Class A

920

25,245

Freeport-McMoRan Copper & Gold, Inc.

1,300

52,338

Google, Inc. Class A (a)

520

308,173

Greenhill & Co., Inc.

300

11,334

ION Geophysical Corp. (a)

35,141

267,774

JPMorgan Chase & Co.

5,298

184,158

Juniper Networks, Inc. (a)

19,260

471,292

Kansas City Southern (a)

920

58,116

Lam Research Corp. (a)

4,708

202,397

Common Stocks - continued

Shares

Value

United States of America - continued

Martin Marietta Materials, Inc.

2,190

$ 158,052

MasterCard, Inc. Class A

2,009

697,605

Mead Johnson Nutrition Co. Class A

8,000

574,800

Mohawk Industries, Inc. (a)

6,930

364,865

Nuance Communications, Inc. (a)

4,251

112,566

Oceaneering International, Inc.

820

34,301

Philip Morris International, Inc.

11,700

817,479

PriceSmart, Inc.

1,400

106,456

ResMed, Inc. (a)

10,370

293,471

Solera Holdings, Inc.

3,121

170,500

Solutia, Inc. (a)

884

14,365

SS&C Technologies Holdings, Inc. (a)

954

15,130

Union Pacific Corp.

4,700

467,979

Visa, Inc. Class A

6,901

643,587

TOTAL UNITED STATES OF AMERICA

7,891,167

TOTAL COMMON STOCKS

(Cost $138,836,607)


133,653,906

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

Volkswagen AG

1,034

181,445

Italy - 0.1%

Telecom Italia SpA (Risparmio Shares)

143,000

150,094

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $392,992)


331,539

Money Market Funds - 3.6%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

4,609,098

$ 4,609,098

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

363,225

363,225

TOTAL MONEY MARKET FUNDS

(Cost $4,972,323)


4,972,323

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $144,201,922)

138,957,768

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(468,208)

NET ASSETS - 100%

$ 138,489,560

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $121,871 or 0.1% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

$ 181

Fidelity Securities Lending Cash Central Fund

31,105

Total

$ 31,286

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 25,021,451

$ 22,531,010

$ 2,490,441

$ -

Japan

16,254,323

-

16,254,323

-

Switzerland

9,082,329

8,811,050

271,279

-

Germany

8,267,853

7,754,156

513,697

-

United States of America

7,891,167

7,891,167

-

-

France

6,728,675

5,233,865

1,494,810

-

Australia

6,010,403

220,883

5,789,520

-

Korea (South)

5,815,675

-

5,815,675

-

Brazil

5,687,535

5,687,535

-

-

Other

43,226,034

25,351,417

17,874,617

-

Money Market Funds

4,972,323

4,972,323

-

-

Total Investments in Securities:

$ 138,957,768

$ 88,453,406

$ 50,504,362

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $33,183,732 of which $8,618,744, $15,708,944 and $8,856,044 will expire in fiscal 2016, 2017 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $332,595) - See accompanying schedule:

Unaffiliated issuers (cost $139,229,599)

$ 133,985,445

 

Fidelity Central Funds (cost $4,972,323)

4,972,323

 

Total Investments (cost $144,201,922)

 

$ 138,957,768

Foreign currency held at value (cost $450,490)

463,177

Receivable for investments sold

1,171,368

Receivable for fund shares sold

684,946

Dividends receivable

284,271

Distributions receivable from Fidelity Central Funds

1,137

Prepaid expenses

689

Receivable from investment adviser for expense reductions

57,911

Other receivables

29,554

Total assets

141,650,821

 

 

 

Liabilities

Payable to custodian bank

$ 54,666

Payable for investments purchased
Regular delivery

1,969,977

Delayed delivery

55,088

Payable for fund shares redeemed

506,258

Accrued management fee

77,502

Distribution and service plan fees payable

2,583

Other affiliated payables

30,824

Other payables and accrued expenses

101,138

Collateral on securities loaned, at value

363,225

Total liabilities

3,161,261

 

 

 

Net Assets

$ 138,489,560

Net Assets consist of:

 

Paid in capital

$ 176,367,284

Undistributed net investment income

1,552,849

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(34,194,366)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(5,236,207)

Net Assets

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,307,161 ÷ 645,276 shares)

$ 6.67

 

 

 

Maximum offering price per share (100/94.25 of $6.67)

$ 7.08

Class T:
Net Asset Value
and redemption price per share ($996,899 ÷ 148,175 shares)

$ 6.73

 

 

 

Maximum offering price per share (100/96.50 of $6.73)

$ 6.97

Class B:
Net Asset Value
and offering price per share ($254,279 ÷ 38,057 shares)A

$ 6.68

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,395,692 ÷ 209,094 shares)A

$ 6.67

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($131,338,267 ÷ 19,645,402 shares)

$ 6.69

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($197,262 ÷ 29,577 shares)

$ 6.67

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 3,448,845

Interest

 

1,597

Income from Fidelity Central Funds

 

31,286

Income before foreign taxes withheld

 

3,481,728

Less foreign taxes withheld

 

(260,512)

Total income

 

3,221,216

 

 

 

Expenses

Management fee
Basic fee

$ 797,169

Performance adjustment

(22,587)

Transfer agent fees

274,385

Distribution and service plan fees

36,441

Accounting and security lending fees

58,516

Custodian fees and expenses

310,251

Independent trustees' compensation

597

Registration fees

80,712

Audit

106,913

Legal

401

Miscellaneous

731

Total expenses before reductions

1,643,529

Expense reductions

(287,161)

1,356,368

Net investment income (loss)

1,864,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(8,922,239)

Foreign currency transactions

(75,788)

Total net realized gain (loss)

 

(8,998,027)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(8,598,208)

Assets and liabilities in foreign currencies

299

Total change in net unrealized appreciation (depreciation)

 

(8,597,909)

Net gain (loss)

(17,595,936)

Net increase (decrease) in net assets resulting from operations

$ (15,731,088)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,864,848

$ 773,945

Net realized gain (loss)

(8,998,027)

1,906,137

Change in net unrealized appreciation (depreciation)

(8,597,909)

5,447,726

Net increase (decrease) in net assets resulting
from operations

(15,731,088)

8,127,808

Distributions to shareholders from net investment income

(953,041)

(411,223)

Distributions to shareholders from net realized gain

(220,294)

(169,935)

Total distributions

(1,173,335)

(581,158)

Share transactions - net increase (decrease)

86,742,563

18,410,630

Redemption fees

14,195

6,300

Total increase (decrease) in net assets

69,852,335

25,963,580

 

 

 

Net Assets

Beginning of period

68,637,225

42,673,645

End of period (including undistributed net investment income of $1,552,849 and undistributed net investment income of $724,017, respectively)

$ 138,489,560

$ 68,637,225

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A,B

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A,B

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A,B

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A,B

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (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, Total International Equity 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

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 October 31, 2011, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 7,855,689

Gross unrealized depreciation

(14,110,478)

Net unrealized appreciation (depreciation) on securities and other investments

$ (6,254,789)

 

 

Tax Cost

$ 145,212,557

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,552,850

Capital loss carryforward

$ (33,183,732)

Net unrealized appreciation (depreciation)

$ (6,246,842)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 1,173,335

$ 581,158

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Annual Report

4. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies 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 $169,182,591 and $84,756,770, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan 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%

$ 12,983

$ 1,616

Class T

.25%

.25%

5,374

38

Class B

.75%

.25%

3,026

2,283

Class C

.75%

.25%

15,058

2,823

 

 

 

$ 36,441

$ 6,760

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% to 1% for Class B, 1% 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

$ 2,591

Class T

454

Class B*

305

Class C*

219

 

$ 3,569

* 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

Annual Report

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

$ 14,366

.28

Class T

3,388

.32

Class B

928

.31

Class C

4,603

.31

Total International Equity

250,636

.24

Institutional Class

464

.30

 

$ 274,385

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $901 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $320 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

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 $31,105. During the period, there were no securities loaned to FCM.

9. 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%

$ 14,721

Class T

1.70%

3,433

Class B

2.20%

954

Class C

2.20%

4,689

Total International Equity

1.20%

229,885

Institutional Class

1.20%

437

 

 

$ 254,119

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $1,529.

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 $31,513 for the period.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 61,018

$ 26,391

Class T

9,414

-

Class B

1,488

-

Class C

6,263

-

Total International Equity

873,280

382,451

Institutional Class

1,578

2,381

Total

$ 953,041

$ 411,223

 

From net realized gain

 

 

Class A

$ 16,196

$ 14,995

Class T

3,213

-

Class B

1,016

-

Class C

4,485

-

Total International Equity

195,026

154,214

Institutional Class

358

726

Total

$ 220,294

$ 169,935

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

231,083

443,125

$ 1,708,687

$ 2,924,922

Reinvestment of distributions

10,039

5,568

74,076

37,804

Shares redeemed

(279,366)

(347,260)

(2,035,449)

(2,296,503)

Net increase (decrease)

(38,244)

101,433

$ (252,686)

$ 666,223

Class T

 

 

 

 

Shares sold

37,121

121,719

$ 276,509

$ 807,663

Reinvestment of distributions

1,678

-

12,524

-

Shares redeemed

(25,970)

(224,749)

(191,826)

(1,531,457)

Net increase (decrease)

12,829

(103,030)

$ 97,207

$ (723,794)

Class B

 

 

 

 

Shares sold

3,282

30,066

$ 24,631

$ 198,826

Reinvestment of distributions

331

-

2,469

-

Shares redeemed

(9,973)

(194,792)

(73,676)

(1,332,260)

Net increase (decrease)

(6,360)

(164,726)

$ (46,576)

$ (1,133,434)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

66,879

86,496

$ 498,161

$ 580,588

Reinvestment of distributions

1,425

-

10,610

-

Shares redeemed

(52,554)

(161,545)

(388,669)

(1,102,805)

Net increase (decrease)

15,750

(75,049)

$ 120,102

$ (522,217)

Total International Equity

 

 

 

 

Shares sold

16,784,298

6,833,012

$ 125,543,898

$ 45,955,028

Reinvestment of distributions

135,624

74,043

1,000,533

502,009

Shares redeemed

(5,532,363)

(3,806,841)

(39,913,646)

(24,965,317)

Net increase (decrease)

11,387,559

3,100,214

$ 86,630,785

$ 21,491,720

Institutional Class

 

 

 

 

Shares sold

26,909

377

$ 202,383

$ 2,481

Reinvestment of distributions

263

460

1,936

3,106

Shares redeemed

(1,422)

(201,123)

(10,588)

(1,373,455)

Net increase (decrease)

25,750

(200,286)

$ 193,731

$ (1,367,868)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class A, Class T, Class B, and Class C designates 100% of the dividends distributed in December 2010 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/10
12/31/10

$0.074
0.015

$0.0112
0.0000

 

 

 

 

Class T

12/06/10
12/31/10

$0.060
0.015

$0.0112
0.0000

 

 

 

 

Class B

12/06/10
12/31/10

$0.036
0.015

$0.0112
0.0000

 

 

 

 

Class C

12/06/10
12/31/10

$0.033
0.015

$0.0112
0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Total International Equity Fund

dif31480

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Total International Equity Fund

dif31482

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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 & Trust Company

Quincy, MAdif30550

ATIE-UANN-1211
1.853363.103

(Fidelity Logo)

Fidelity Advisor®

Total International Equity

Fund - Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
Total International Equity Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Life of
fund
A

  Institutional Class

-7.72%

-8.24%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total International Equity Fund - Institutional Class on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

dif31537

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about the sovereign debt crisis in Europe, a devastating earthquake and tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China and a dimmed outlook for global growth caused foreign markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as eurozone policymakers appeared near a resolution to the debt debacle and buyers stormed back onto the scene in search of bargains. Still, those gains - along with favorable currency fluctuations overall - weren't enough to offset prior losses, and the MSCI® ACWI® (All Country World Index) ex USA Index finished the period down 4.56%. Within the MSCI index, Europe and emerging markets suffered the biggest declines, with many countries in these areas sustaining steep losses. By contrast, Japan showed resilience in the wake of its natural disasters, falling only 2%. Australia (+4%), Switzerland (+3%), the U.K. (+2%) and Canada, which produced a nominal return, were among the few major benchmark components to break into positive territory.

Comments from Jed Weiss, Co-Portfolio Manager of Fidelity Advisor® Total International Equity Fund: For the year, the fund's Institutional Class shares returned -7.72%, lagging the MSCI index. Security selection in the U.K. and France detracted the most, as did positioning in Canada. An overweighting in the U.S. also hurt, but good picks there more than compensated. Selection in Japan and Finland also helped. On a sector basis, our choices in financials detracted, including various European firms - Societe Generale (France), Turkiye Garanti Bankasi (Turkey), Intesa Sanpaolo (Italy) and AXA (France). Stock picking in consumer staples and industrials hurt, as did our energy positioning. Our stance in information technology and consumer discretionary, however, was positive. Other individual detractors included underweighting U.K.-based British American Tobacco and Canadian energy firm Niko Resources. On the positive side, not owning weak-performing benchmark component Tokyo Electric Power helped, as did an out-of-benchmark stake in U.S. credit card processor MasterCard and an overweighting in French drug maker Roche Holding. Some of the stocks mentioned in this report were not owned at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report


Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011 to October 31, 2011

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 819.40

$ 6.65

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 819.70

$ 7.80

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.60

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 816.40

$ 10.07

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.90

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 821.40

$ 5.51

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif30470

United Kingdom 18.1%

 

dif30472

Japan 11.7%

 

dif30474

United States of America 9.0%

 

dif30476

Switzerland 6.6%

 

dif30478

Germany 5.9%

 

dif30480

France 4.9%

 

dif30482

Australia 4.3%

 

dif30484

Korea (South) 4.2%

 

dif30486

Brazil 4.1%

 

dif30488

Other 31.2%

 

dif31549

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif30470

United Kingdom 16.4%

 

dif30472

Japan 10.3%

 

dif30474

United States of America 7.4%

 

dif30476

Switzerland 5.6%

 

dif30478

France 5.3%

 

dif30480

Germany 5.2%

 

dif30482

Brazil 4.4%

 

dif30484

Korea (South) 3.6%

 

dif30486

Spain 3.0%

 

dif30488

Other 38.8%

 

dif31561

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.6

Short-Term Investments and Net Other Assets

3.3

2.4

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.7

1.8

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.2

1.7

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.6

0.9

BHP Billiton PLC ADR (United Kingdom, Metals & Mining)

1.4

1.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.3

0.9

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.1

1.1

Sanofi-aventis (France, Pharmaceuticals)

1.1

0.0

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.1

0.1

BP PLC sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.1

1.0

 

15.4

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

23.8

Consumer Staples

12.9

8.8

Materials

10.6

13.5

Energy

10.0

10.0

Consumer Discretionary

9.9

10.8

Industrials

9.9

11.3

Health Care

8.0

5.1

Information Technology

6.8

7.7

Telecommunication Services

6.7

3.7

Utilities

3.7

2.6

Annual Report


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Australia - 4.3%

Australia & New Zealand Banking Group Ltd.

43,841

$ 990,744

Coca-Cola Amatil Ltd.

20,575

265,625

Commonwealth Bank of Australia

28,630

1,470,865

CSL Ltd.

20,431

615,420

Macquarie Group Ltd.

9,104

234,416

MAp Group unit

66,645

237,831

Newcrest Mining Ltd.

12,208

431,494

Newcrest Mining Ltd. sponsored ADR

6,284

220,883

OZ Minerals Ltd.

19,949

239,586

QBE Insurance Group Ltd.

9,595

147,709

Ramsay Health Care Ltd.

619

12,169

Telstra Corp. Ltd.

160,903

522,492

Woolworths Ltd.

8,510

212,752

WorleyParsons Ltd.

14,070

408,417

TOTAL AUSTRALIA

6,010,403

Austria - 0.4%

Andritz AG

4,229

374,736

Zumtobel AG

8,900

185,613

TOTAL AUSTRIA

560,349

Bailiwick of Guernsey - 0.2%

Resolution Ltd.

66,466

293,949

Bailiwick of Jersey - 0.9%

Informa PLC

27,581

160,745

Randgold Resources Ltd. sponsored ADR

6,860

751,650

Wolseley PLC

9,363

270,735

TOTAL BAILIWICK OF JERSEY

1,183,130

Belgium - 1.4%

Anheuser-Busch InBev SA NV

27,471

1,523,656

Gimv NV

520

26,590

Umicore SA

8,973

386,378

TOTAL BELGIUM

1,936,624

Bermuda - 0.9%

Aquarius Platinum Ltd. (Australia)

6,424

18,847

Cheung Kong Infrastructure Holdings Ltd.

27,000

144,631

CNPC (Hong Kong) Ltd.

92,000

128,872

Great Eagle Holdings Ltd.

30,089

66,826

Lazard Ltd. Class A

7,950

217,353

Li & Fung Ltd.

212,000

408,565

Common Stocks - continued

Shares

Value

Bermuda - continued

NWS Holdings Ltd.

48,000

$ 72,786

Trinity Ltd.

214,000

193,961

TOTAL BERMUDA

1,251,841

Brazil - 4.1%

Arezzo Industria e Comercio SA

12,100

159,952

Banco ABC Brasil SA

3,900

26,005

Banco Bradesco SA (PN) sponsored ADR

31,200

567,840

Banco do Estado do Rio Grande do Sul SA

15,600

164,430

Banco Pine SA

2,300

15,282

BM&F Bovespa SA

45,900

273,978

BR Malls Participacoes SA

26,900

290,586

Braskem SA Class A sponsored ADR

18,280

329,771

Cia.Hering SA

600

13,400

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,800

330,456

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP)

6,900

189,256

Companhia de Saneamento de Minas Gerais

2,400

45,059

Eletropaulo Metropolitana SA (PN-B)

8,300

148,870

Embraer SA sponsored ADR

4,200

116,844

Gol Linhas Aereas Inteligentes SA sponsored ADR

15,900

127,518

Iguatemi Empresa de Shopping Centers SA

7,700

149,184

Itau Unibanco Banco Multiplo SA sponsored ADR

11,970

228,866

Klabin SA (PN) (non-vtg.)

7,500

27,603

Localiza Rent A Car SA

3,200

48,358

Marcopolo SA (PN)

13,300

58,863

Mills Estruturas e Servicos de Engenharia SA

3,300

32,958

Multiplan Empreendimentos Imobiliarios SA

11,800

238,584

Multiplus SA

5,100

86,129

Odontoprev SA

1,900

29,896

OGX Petroleo e Gas Participacoes SA (a)

32,800

271,232

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR

24,300

614,547

Qualicorp SA

5,000

45,714

Restoque Comercio e Confeccoes de Roupas SA

200

3,145

T4F Entretenimento SA

1,800

12,579

Tegma Gestao Logistica

7,900

102,591

Telefonica Brasil SA sponsored ADR (a)

4,300

124,786

TIM Participacoes SA sponsored ADR

9,906

257,952

Totvs SA

800

13,277

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

8,300

$ 147,904

Vale SA (PN-A) sponsored ADR

16,700

394,120

TOTAL BRAZIL

5,687,535

British Virgin Islands - 0.1%

Mail.ru Group Ltd.:

GDR (a)(e)

3,500

120,575

GDR (Reg. S)

100

3,445

TOTAL BRITISH VIRGIN ISLANDS

124,020

Canada - 1.5%

Agnico-Eagle Mines Ltd. (Canada)

6,690

290,190

Eldorado Gold Corp.

12,300

231,107

Fairfax Financial Holdings Ltd. (sub. vtg.)

865

361,558

First Quantum Minerals Ltd.

7,200

151,028

Goldcorp, Inc.

3,800

184,882

Niko Resources Ltd.

6,070

333,870

Open Text Corp. (a)

4,750

290,713

Pan American Silver Corp.

4,300

120,228

Petrominerales Ltd.

4,725

124,660

Quadra FNX Mining Ltd. (a)

1,100

12,690

TAG Oil Ltd. (a)

2,000

12,399

Tuscany International Drilling, Inc. (a)

16,400

11,187

Tuscany International Drilling, Inc. (a)(e)

1,900

1,296

TOTAL CANADA

2,125,808

Cayman Islands - 1.3%

Belle International Holdings Ltd.

44,000

86,294

Central China Real Estate Ltd.

111,050

25,077

China Lilang Ltd.

20,000

21,053

China Shanghui Cement Group Ltd.

195,000

149,365

Country Garden Holdings Co. Ltd.

290,000

114,822

Eurasia Drilling Co. Ltd. GDR (Reg. S)

6,400

151,040

EVA Precision Industrial Holdings Ltd.

298,000

76,959

Haitian International Holdings Ltd.

57,000

50,644

Intime Department Store Group Co. Ltd.

9,000

12,916

NVC Lighting Holdings Ltd.

415,000

180,190

Sands China Ltd. (a)

85,000

255,441

Shenguan Holdings Group Ltd.

166,000

89,184

Silver Base Group Holdings Ltd.

81,000

86,264

SOHO China Ltd.

153,000

109,084

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Vantage Drilling Co. (a)

8,900

$ 12,104

Wynn Macau Ltd.

113,000

316,612

TOTAL CAYMAN ISLANDS

1,737,049

Chile - 0.4%

Banco Santander Chile sponsored ADR

2,900

236,872

CFR Pharmaceuticals SA

488,397

115,632

Empresa Nacional de Telecomunicaciones SA (ENTEL)

8,423

166,758

TOTAL CHILE

519,262

China - 1.8%

Baidu.com, Inc. sponsored ADR (a)

3,115

436,661

China Communications Construction Co. Ltd. (H Shares)

187,000

141,046

China Communications Services Corp. Ltd. (H Shares)

270,000

124,520

China Construction Bank Corp. (H Shares)

587,000

431,290

China Minsheng Banking Corp. Ltd. (H Shares)

274,000

223,206

China National Building Materials Co. Ltd. (H Shares)

90,000

115,282

China Pacific Insurance Group Co. Ltd. (H Shares)

26,600

81,627

China Petroleum & Chemical Corp.:

(H Shares)

152,000

143,751

sponsored ADR (H Shares)

1,200

113,280

China Southern Airlines Ltd. (H Shares) (a)

200,000

111,612

Great Wall Motor Co. Ltd. (H Shares)

88,000

119,496

Harbin Power Equipment Co. Ltd. (H Shares)

142,000

143,099

Industrial & Commercial Bank of China Ltd. (H Shares)

235,285

146,927

SINA Corp. (a)

900

73,161

Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)

216,000

79,304

Yantai Changyu Pioneer Wine Co. (B Shares)

6,290

70,769

TOTAL CHINA

2,555,031

Czech Republic - 0.4%

Ceske Energeticke Zavody AS

7,500

317,178

Komercni Banka AS

600

115,720

Philip Morris CR A/S

100

65,661

TOTAL CZECH REPUBLIC

498,559

Denmark - 1.2%

Novo Nordisk A/S Series B sponsored ADR

11,100

1,179,930

William Demant Holding A/S (a)

5,310

423,674

TOTAL DENMARK

1,603,604

Egypt - 0.1%

Commercial International Bank Ltd. sponsored GDR

30,509

134,789

Common Stocks - continued

Shares

Value

Finland - 0.7%

Metso Corp.

4,520

$ 176,022

Nokian Tyres PLC

11,302

415,264

Outotec Oyj

7,812

365,196

TOTAL FINLAND

956,482

France - 4.9%

Alstom SA

12,669

475,134

Atos Origin SA

4,113

199,333

Audika SA

1,000

22,115

BNP Paribas SA

14,551

661,505

Casino Guichard Perrachon et Compagnie

2,608

245,138

Compagnie de St. Gobain

4,179

194,840

Danone

12,580

875,696

Euler Hermes SA

1,414

102,460

GDF Suez

16,600

471,286

Laurent-Perrier Group

359

37,013

Pernod-Ricard SA

2,800

261,557

PPR SA

2,700

421,854

Remy Cointreau SA

3,752

308,428

Safran SA

17,914

586,807

Saft Groupe SA

1,329

40,462

Sanofi-aventis

20,892

1,494,810

Unibail-Rodamco

1,421

284,162

Vetoquinol SA

400

13,186

Virbac SA

190

32,889

TOTAL FRANCE

6,728,675

Georgia - 0.0%

Bank of Georgia GDR (Reg. S)

3,800

48,450

Germany - 5.8%

Allianz AG

7,752

871,220

Allianz AG sponsored ADR

13,600

152,320

alstria office REIT-AG

12,500

160,705

BASF AG

13,415

987,473

Bayer AG

10,037

643,047

Bayerische Motoren Werke AG (BMW)

2,605

212,915

Bilfinger Berger AG

512

45,900

CompuGROUP Holding AG

946

12,175

CTS Eventim AG

1,974

65,359

Daimler AG (United States)

9,900

503,316

Deutsche Telekom AG

37,500

477,134

E.ON AG

23,710

574,543

Common Stocks - continued

Shares

Value

Germany - continued

Fielmann AG

479

$ 50,452

HeidelbergCement AG

4,700

214,513

Linde AG

7,449

1,184,982

MAN SE

1,872

166,035

Metro AG

3,800

177,170

Siemens AG

4,900

513,697

Siemens AG sponsored ADR

8,100

850,257

Software AG (Bearer)

759

31,532

Volkswagen AG

1,217

191,663

TOTAL GERMANY

8,086,408

Hong Kong - 1.6%

China Insurance International Holdings Co. Ltd. (a)

60,600

131,415

China Mobile (Hong Kong) Ltd.

67,500

641,543

China Power International Development Ltd.

607,000

128,441

CNOOC Ltd.

223,000

421,550

CNOOC Ltd. sponsored ADR

500

94,305

Dah Chong Hong Holdings Ltd.

47,000

57,078

Henderson Land Development Co. Ltd.

6,000

32,796

Hong Kong Exchanges and Clearing Ltd.

27,100

459,396

Lenovo Group Ltd.

48,000

32,271

Power Assets Holdings Ltd.

35,000

265,958

TOTAL HONG KONG

2,264,753

Hungary - 0.0%

Magyar Telekom PLC

11,000

25,599

India - 1.0%

Apollo Tyres Ltd.

8,934

10,477

Bank of Baroda

11,133

175,541

Bharti Airtel Ltd.

54,055

432,911

Housing Development Finance Corp. Ltd.

18,488

260,178

Indian Overseas Bank

43,467

91,094

Jain Irrigation Systems Ltd.

3,152

8,031

Jyothy Laboratories Ltd.

6,140

17,973

Punjab National Bank

2,820

57,448

Tata Consultancy Services Ltd.

9,254

210,508

Tata Steel Ltd.

6,075

59,823

Ultratech Cement Ltd.

4,746

112,057

TOTAL INDIA

1,436,041

Indonesia - 1.1%

PT Astra International Tbk

40,000

308,430

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Bank Negara Indonesia (Persero) Tbk

281,000

$ 125,933

PT Bank Rakyat Indonesia Tbk

439,000

330,061

PT Bank Tabungan Negara Tbk

425,000

68,412

PT Bumi Serpong Damai Tbk

627,900

64,613

PT Ciputra Development Tbk

779,000

42,712

PT Gadjah Tunggal Tbk

146,500

44,799

PT Indofood Sukses Makmur Tbk

213,000

126,437

PT Indosat Tbk

207,000

123,978

PT Summarecon Agung Tbk

260,000

34,025

PT Tower Bersama Infrastructure Tbk

318,000

74,009

PT XL Axiata Tbk

207,000

115,773

TOTAL INDONESIA

1,459,182

Ireland - 0.7%

CRH PLC sponsored ADR (d)

33,204

611,286

James Hardie Industries NV sponsored ADR (a)

11,165

362,081

TOTAL IRELAND

973,367

Israel - 0.2%

Azrieli Group

5,882

151,342

Check Point Software Technologies Ltd. (a)

2,100

121,023

Ituran Location & Control Ltd.

2,061

27,432

TOTAL ISRAEL

299,797

Italy - 1.5%

Azimut Holding SpA

4,314

33,731

ENI SpA

44,600

985,977

Fiat Industrial SpA (a)

32,899

287,060

Interpump Group SpA

28,825

185,652

Intesa Sanpaolo SpA

145,265

259,533

Saipem SpA

5,356

240,154

Telecom Italia SpA

119,900

149,210

TOTAL ITALY

2,141,317

Japan - 11.7%

ABC-Mart, Inc.

4,300

168,418

Aeon Credit Service Co. Ltd.

15,900

237,145

Air Water, Inc.

26,000

330,091

Aisin Seiki Co. Ltd.

5,500

173,971

Aozora Bank Ltd.

164,000

414,649

Asahi Co. Ltd.

800

17,726

Asahi Glass Co. Ltd.

19,000

166,403

Autobacs Seven Co. Ltd.

7,200

329,737

Common Stocks - continued

Shares

Value

Japan - continued

Canon, Inc.

8,100

$ 367,769

Chubu Electric Power Co., Inc.

13,400

245,194

Credit Saison Co. Ltd.

14,300

279,084

Daikoku Denki Co. Ltd.

2,000

17,910

Daikokutenbussan Co. Ltd.

1,500

43,055

Denso Corp.

25,300

778,157

Dentsu, Inc.

7,300

219,833

Fanuc Corp.

6,100

986,437

Fast Retailing Co. Ltd.

1,300

233,556

FCC Co. Ltd.

2,300

48,601

GCA Savvian Group Corp.

16

18,730

Glory Ltd.

900

19,266

Goldcrest Co. Ltd.

860

15,780

Honda Motor Co. Ltd.

15,600

466,558

INPEX Corp.

46

303,735

Itochu Corp.

55,600

549,979

Japan Retail Fund Investment Corp.

318

492,318

Japan Tobacco, Inc.

196

979,765

JSR Corp.

13,000

248,203

JX Holdings, Inc.

61,500

358,276

Kamigumi Co. Ltd.

4,000

34,932

KDDI Corp.

87

637,388

Keyence Corp.

2,010

511,029

Kobayashi Pharmaceutical Co. Ltd.

6,800

337,114

Kyoto Kimono Yuzen Co. Ltd.

1,600

18,615

Meiko Network Japan Co. Ltd.

1,300

10,765

Miraial Co. Ltd.

300

4,662

Mitsubishi Corp.

13,200

271,519

Mitsubishi Tanabe Pharma Corp.

22,400

387,509

Nabtesco Corp.

2,400

52,571

Nagaileben Co. Ltd.

1,200

16,539

Nihon M&A Center, Inc.

6

33,871

Nihon Parkerizing Co. Ltd.

2,000

26,927

Nippon Seiki Co. Ltd.

3,000

30,145

Nippon Telegraph & Telephone Corp.

13,500

692,582

Nippon Thompson Co. Ltd.

8,000

51,534

Obic Co. Ltd.

1,430

270,391

ORIX Corp.

2,930

255,749

Osaka Securities Exchange Co. Ltd.

72

337,440

OSG Corp.

1,300

16,661

Santen Pharmaceutical Co. Ltd.

6,200

231,374

Seven & i Holdings Co., Ltd.

12,000

320,270

Common Stocks - continued

Shares

Value

Japan - continued

Seven Bank Ltd.

8

$ 14,238

SHO-BOND Holdings Co. Ltd.

6,300

140,552

Shoei Co. Ltd.

1,100

7,403

The Nippon Synthetic Chemical Industry Co. Ltd.

5,000

27,779

Tokio Marine Holdings, Inc.

9,200

219,397

Tokyo Gas Co. Ltd.

98,000

422,074

Toray Industries, Inc.

40,000

284,732

Tsumura & Co.

1,200

33,754

Tsutsumi Jewelry Co. Ltd.

600

13,983

Unicharm Corp.

8,200

367,275

USS Co. Ltd.

9,880

816,876

West Japan Railway Co.

11,800

500,072

Yamatake Corp.

900

19,914

Yamato Kogyo Co. Ltd.

12,900

326,341

TOTAL JAPAN

16,254,323

Kazakhstan - 0.1%

KazMunaiGas Exploration & Production JSC (Reg. S) GDR

8,100

137,538

Korea (South) - 4.2%

BS Financial Group, Inc. (a)

11,160

122,369

Cheil Worldwide, Inc.

6,620

107,992

CJ CheilJedang Corp.

153

42,065

CJ Corp.

2,289

163,382

Daum Communications Corp.

665

80,267

Doosan Co. Ltd.

1,290

162,511

GS Holdings Corp.

2,952

169,406

Hana Financial Group, Inc.

6,920

246,284

Hankook Tire Co. Ltd.

2,340

93,051

Hyundai Department Store Co. Ltd.

1,186

169,409

Hyundai Fire & Marine Insurance Co. Ltd.

2,950

85,101

Hyundai Heavy Industries Co. Ltd.

917

244,075

Hyundai Hysco Co. Ltd.

2,860

110,296

Hyundai Mobis

986

281,132

Hyundai Motor Co.

2,901

582,048

Industrial Bank of Korea

15,910

208,092

Kia Motors Corp.

4,180

266,988

Korea Zinc Co. Ltd.

286

83,516

KT&G Corp.

4,353

271,291

LG Chemical Ltd.

1

321

LIG Non-Life Insurance Co. Ltd.

3,220

68,289

Lotte Samkang Co. Ltd.

104

30,999

NCsoft Corp.

58

18,166

Common Stocks - continued

Shares

Value

Korea (South) - continued

Nong Shim Co. Ltd.

600

$ 117,135

Paradise Co. Ltd.

14,371

100,625

Samsung Card Co. Ltd.

3,154

117,749

Samsung Electronics Co. Ltd.

1,689

1,448,571

Shinhan Financial Group Co. Ltd.

8,060

319,890

SK Chemicals Co. Ltd.

1,642

104,655

TOTAL KOREA (SOUTH)

5,815,675

Luxembourg - 0.2%

GlobeOp Financial Services SA

5,400

24,750

Millicom International Cellular SA (depositary receipt)

1,700

187,352

TOTAL LUXEMBOURG

212,102

Malaysia - 0.1%

Axiata Group Bhd

117,600

185,873

Mexico - 0.7%

Embotelladoras Arca SAB de CC

19,200

91,098

Grupo Modelo SAB de CV Series C

51,500

326,666

Wal-Mart de Mexico SA de CV Series V

218,500

564,452

TOTAL MEXICO

982,216

Netherlands - 1.7%

Aalberts Industries NV

2,600

46,038

ASM International NV unit

650

18,343

ASML Holding NV

13,700

574,441

ING Groep NV:

(Certificaten Van Aandelen) (a)

56,010

482,931

sponsored ADR (a)

17,982

155,364

Koninklijke KPN NV

18,515

243,315

Koninklijke Philips Electronics NV

11,400

237,345

QIAGEN NV (a)

13,700

188,786

Unilever NV (Certificaten Van Aandelen) (Bearer) unit

9,200

317,664

Yandex NV

2,100

57,792

TOTAL NETHERLANDS

2,322,019

Nigeria - 0.1%

Guaranty Trust Bank PLC GDR (Reg. S)

23,046

106,012

Norway - 1.1%

Aker Solutions ASA

12,307

143,128

DnB NOR ASA

33,700

393,134

Common Stocks - continued

Shares

Value

Norway - continued

Orkla ASA (A Shares) (d)

36,200

$ 315,342

Telenor ASA

36,000

642,719

TOTAL NORWAY

1,494,323

Panama - 0.1%

Copa Holdings SA Class A

2,000

138,140

Papua New Guinea - 0.0%

Oil Search Ltd.

2,098

14,314

Peru - 0.1%

Compania de Minas Buenaventura SA sponsored ADR

4,900

200,557

Philippines - 0.1%

Globe Telecom, Inc.

2,500

53,301

Jollibee Food Corp.

9,600

20,400

Megaworld Corp.

70,000

3,087

TOTAL PHILIPPINES

76,788

Poland - 0.1%

Polska Grupa Energetyczna SA

16,300

100,453

TVN SA

21,075

84,356

TOTAL POLAND

184,809

Portugal - 0.4%

Energias de Portugal SA

38,038

120,284

Jeronimo Martins SGPS SA

28,525

493,447

TOTAL PORTUGAL

613,731

Qatar - 0.0%

Commercial Bank of Qatar GDR (Reg. S)

3,576

16,401

Russia - 1.1%

Cherkizovo Group OJSC GDR (a)

3,818

53,247

Lukoil Oil Co. sponsored ADR

5,212

300,732

Mostotrest OAO (a)

5,300

30,466

Gazprom OAO sponsored ADR

14,921

173,233

NOVATEK OAO GDR

2,900

407,160

Rosneft Oil Co. OJSC GDR (Reg. S)

9,700

69,016

Sberbank of Russia (f)

122,300

331,865

TNK-BP Holding

5,700

15,595

Uralkali JSC GDR (Reg. S)

4,653

201,940

TOTAL RUSSIA

1,583,254

Singapore - 0.8%

Sakari Resources Ltd.

33,000

61,621

Common Stocks - continued

Shares

Value

Singapore - continued

Singapore Telecommunications Ltd.

221,000

$ 558,557

United Overseas Bank Ltd.

31,746

430,402

Wing Tai Holdings Ltd.

12,000

12,168

TOTAL SINGAPORE

1,062,748

South Africa - 1.3%

African Bank Investments Ltd.

37,000

160,563

African Rainbow Minerals Ltd.

13,763

318,084

Clicks Group Ltd.

28,266

148,341

Foschini Ltd.

13,098

165,270

Imperial Holdings Ltd.

5,800

85,871

JSE Ltd.

28,200

249,725

Life Healthcare Group Holdings Ltd.

41,607

101,235

Mr Price Group Ltd.

34,600

333,082

MTN Group Ltd.

5,500

95,997

Northam Platinum Ltd.

18,107

70,157

TOTAL SOUTH AFRICA

1,728,325

Spain - 1.5%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

79,238

716,312

Grifols SA (a)

446

8,323

Inditex SA

4,959

451,295

Prosegur Compania de Seguridad SA (Reg.)

6,451

321,838

Red Electrica Corporacion SA

3,500

169,407

Repsol YPF SA

14,179

429,729

TOTAL SPAIN

2,096,904

Sweden - 1.1%

Fagerhult AB

5,900

138,913

H&M Hennes & Mauritz AB (B Shares)

18,196

602,575

Intrum Justitia AB

2,800

46,061

Swedish Match Co.

9,350

323,544

Tele2 AB (B Shares)

8,900

187,841

Telefonaktiebolaget LM Ericsson (B Shares)

23,067

240,362

TOTAL SWEDEN

1,539,296

Switzerland - 6.6%

Bank Sarasin & Co. Ltd. Series B (Reg.)

1,907

72,799

Nestle SA

63,792

3,700,093

Novartis AG sponsored ADR

4,000

225,880

Roche Holding AG (participation certificate)

14,705

2,424,721

Schindler Holding AG:

(participation certificate)

2,002

235,435

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

570

$ 67,097

Syngenta AG (Switzerland)

890

271,279

The Swatch Group AG (Bearer)

1,780

753,744

Transocean Ltd. (United States)

2,502

142,989

UBS AG (NY Shares) (a)

45,062

568,682

Zurich Financial Services AG

2,668

619,610

TOTAL SWITZERLAND

9,082,329

Taiwan - 1.3%

Catcher Technology Co. Ltd.

32,000

178,288

Chroma ATE, Inc.

32,116

64,078

Formosa Plastics Corp.

77,000

226,464

Hotai Motor Co. Ltd.

3,000

13,051

HTC Corp.

8,565

192,486

Kinsus Interconnect Technology Corp.

24,000

82,891

Leofoo Development Co. Ltd. (a)

45,000

29,619

President Chain Store Corp.

24,000

133,458

SIMPLO Technology Co. Ltd.

10,400

61,195

Taishin Financial Holdings Co. Ltd.

489,222

207,145

Taiwan Cement Corp.

173,179

216,280

Taiwan Semiconductor Manufacturing Co. Ltd.

145,035

353,432

TOTAL TAIWAN

1,758,387

Thailand - 0.8%

Advanced Info Service PCL (For. Reg.)

62,600

263,003

Asian Property Development PCL (For. Reg.)

428,660

62,653

Bangkok Expressway PCL (For.Reg.)

46,700

24,657

Banpu PCL (For. Reg.)

3,550

72,066

Charoen Pokphand Foods PCL (For. Reg.)

66,400

64,665

Krung Thai Bank PCL (For. Reg.)

174,500

85,391

PTT Global Chemical PCL (For. Reg.) (a)

8,911

18,791

PTT PCL (For. Reg.)

17,300

170,429

Siam Cement PCL (For. Reg.)

10,000

119,896

Siam Commercial Bank PCL (For. Reg.)

73,500

278,036

Total Access Communication PCL (For. Reg.)

200

476

TOTAL THAILAND

1,160,063

Turkey - 1.0%

Albaraka Turk Katilim Bankasi AS

21,000

22,208

Anadolu Efes Biracilik ve Malt Sanayii AS

10,000

121,589

Aygaz A/S

15,010

82,000

Boyner Buyuk Magazacilik A/S (a)

9,049

15,199

Common Stocks - continued

Shares

Value

Turkey - continued

Coca-Cola Icecek AS

20,489

$ 278,092

Koc Holding AS

18,000

64,335

Tofas Turk Otomobil Fabrikasi AS

21,655

83,767

Tupras-Turkiye Petrol Rafinerileri AS

5,313

120,187

Turkiye Garanti Bankasi AS

151,200

533,572

TOTAL TURKEY

1,320,949

United Arab Emirates - 0.0%

Dubai Financial Market PJSC (a)

43,463

12,188

United Kingdom - 18.1%

Aegis Group PLC

54,149

119,477

AMEC PLC

1,801

26,806

Anglo American PLC (United Kingdom)

11,000

405,725

Aviva PLC

65,272

356,162

Babcock International Group PLC

36,100

409,005

Barclays PLC

185,919

576,446

Bellway PLC

2,828

32,291

BG Group PLC

67,077

1,463,300

BHP Billiton PLC ADR

30,000

1,889,100

BP PLC sponsored ADR

33,187

1,466,202

British American Tobacco PLC (United Kingdom)

7,400

339,356

British Land Co. PLC

24,600

201,963

Britvic PLC

8,000

42,444

Centrica PLC

49,175

234,640

Compass Group PLC

28,500

259,419

Dechra Pharmaceuticals PLC

3,500

27,581

Derwent London PLC

800

21,846

GlaxoSmithKline PLC sponsored ADR

49,300

2,208,147

Great Portland Estates PLC

6,372

38,162

H&T Group PLC

4,764

23,827

HSBC Holdings PLC sponsored ADR

9,151

399,533

Imperial Tobacco Group PLC

21,721

794,347

InterContinental Hotel Group PLC ADR

23,450

433,356

International Personal Finance PLC

13,642

60,157

International Power PLC

63,805

347,031

Johnson Matthey PLC

14,092

425,833

Kazakhmys PLC

9,000

134,244

Meggitt PLC

12,298

76,065

Micro Focus International PLC

3,800

20,754

National Grid PLC

65,397

650,301

Next PLC

3,700

152,091

Persimmon PLC

3,137

25,109

Common Stocks - continued

Shares

Value

United Kingdom - continued

Prudential PLC

54,997

$ 568,176

Reckitt Benckiser Group PLC

10,638

547,115

Reed Elsevier PLC

53,000

455,579

Rio Tinto PLC sponsored ADR

10,360

560,062

Rolls-Royce Group PLC

44,052

497,682

Rolls-Royce Group PLC Class C

3,039,588

4,888

Rotork PLC

9,403

254,653

Royal Dutch Shell PLC Class A sponsored ADR

43,000

3,049,130

SABMiller PLC

15,463

564,867

Scottish & Southern Energy PLC

21,452

463,668

Serco Group PLC

42,839

357,903

Shaftesbury PLC

21,733

176,153

Spectris PLC

1,770

36,208

Spirax-Sarco Engineering PLC

2,404

74,152

Standard Chartered PLC (United Kingdom)

32,873

771,320

Ted Baker PLC

3,075

38,140

Tesco PLC

112,083

724,162

Ultra Electronics Holdings PLC

1,400

35,844

Unite Group PLC

60,302

171,457

Victrex PLC

9,318

190,312

Vodafone Group PLC sponsored ADR

65,347

1,819,260

TOTAL UNITED KINGDOM

25,021,451

United States of America - 5.7%

Allergan, Inc.

2,600

218,712

ANSYS, Inc. (a)

300

16,308

Autoliv, Inc.

7,700

444,829

Berkshire Hathaway, Inc. Class B (a)

6,845

532,952

Broadridge Financial Solutions, Inc.

690

15,353

Cognizant Technology Solutions Corp. Class A (a)

1,910

138,953

Cymer, Inc. (a)

4,150

180,318

Dril-Quip, Inc. (a)

490

31,899

eBay, Inc. (a)

8,164

259,860

Evercore Partners, Inc. Class A

920

25,245

Freeport-McMoRan Copper & Gold, Inc.

1,300

52,338

Google, Inc. Class A (a)

520

308,173

Greenhill & Co., Inc.

300

11,334

ION Geophysical Corp. (a)

35,141

267,774

JPMorgan Chase & Co.

5,298

184,158

Juniper Networks, Inc. (a)

19,260

471,292

Kansas City Southern (a)

920

58,116

Lam Research Corp. (a)

4,708

202,397

Common Stocks - continued

Shares

Value

United States of America - continued

Martin Marietta Materials, Inc.

2,190

$ 158,052

MasterCard, Inc. Class A

2,009

697,605

Mead Johnson Nutrition Co. Class A

8,000

574,800

Mohawk Industries, Inc. (a)

6,930

364,865

Nuance Communications, Inc. (a)

4,251

112,566

Oceaneering International, Inc.

820

34,301

Philip Morris International, Inc.

11,700

817,479

PriceSmart, Inc.

1,400

106,456

ResMed, Inc. (a)

10,370

293,471

Solera Holdings, Inc.

3,121

170,500

Solutia, Inc. (a)

884

14,365

SS&C Technologies Holdings, Inc. (a)

954

15,130

Union Pacific Corp.

4,700

467,979

Visa, Inc. Class A

6,901

643,587

TOTAL UNITED STATES OF AMERICA

7,891,167

TOTAL COMMON STOCKS

(Cost $138,836,607)


133,653,906

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

Volkswagen AG

1,034

181,445

Italy - 0.1%

Telecom Italia SpA (Risparmio Shares)

143,000

150,094

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $392,992)


331,539

Money Market Funds - 3.6%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

4,609,098

$ 4,609,098

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

363,225

363,225

TOTAL MONEY MARKET FUNDS

(Cost $4,972,323)


4,972,323

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $144,201,922)

138,957,768

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(468,208)

NET ASSETS - 100%

$ 138,489,560

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $121,871 or 0.1% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

$ 181

Fidelity Securities Lending Cash Central Fund

31,105

Total

$ 31,286

Other Information

The following is a summary of the inputs used, as of October 31, 2011, 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:

United Kingdom

$ 25,021,451

$ 22,531,010

$ 2,490,441

$ -

Japan

16,254,323

-

16,254,323

-

Switzerland

9,082,329

8,811,050

271,279

-

Germany

8,267,853

7,754,156

513,697

-

United States of America

7,891,167

7,891,167

-

-

France

6,728,675

5,233,865

1,494,810

-

Australia

6,010,403

220,883

5,789,520

-

Korea (South)

5,815,675

-

5,815,675

-

Brazil

5,687,535

5,687,535

-

-

Other

43,226,034

25,351,417

17,874,617

-

Money Market Funds

4,972,323

4,972,323

-

-

Total Investments in Securities:

$ 138,957,768

$ 88,453,406

$ 50,504,362

$ -

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $33,183,732 of which $8,618,744, $15,708,944 and $8,856,044 will expire in fiscal 2016, 2017 and 2019, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $332,595) - See accompanying schedule:

Unaffiliated issuers (cost $139,229,599)

$ 133,985,445

 

Fidelity Central Funds (cost $4,972,323)

4,972,323

 

Total Investments (cost $144,201,922)

 

$ 138,957,768

Foreign currency held at value (cost $450,490)

463,177

Receivable for investments sold

1,171,368

Receivable for fund shares sold

684,946

Dividends receivable

284,271

Distributions receivable from Fidelity Central Funds

1,137

Prepaid expenses

689

Receivable from investment adviser for expense reductions

57,911

Other receivables

29,554

Total assets

141,650,821

 

 

 

Liabilities

Payable to custodian bank

$ 54,666

Payable for investments purchased
Regular delivery

1,969,977

Delayed delivery

55,088

Payable for fund shares redeemed

506,258

Accrued management fee

77,502

Distribution and service plan fees payable

2,583

Other affiliated payables

30,824

Other payables and accrued expenses

101,138

Collateral on securities loaned, at value

363,225

Total liabilities

3,161,261

 

 

 

Net Assets

$ 138,489,560

Net Assets consist of:

 

Paid in capital

$ 176,367,284

Undistributed net investment income

1,552,849

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(34,194,366)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(5,236,207)

Net Assets

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($4,307,161 ÷ 645,276 shares)

$ 6.67

 

 

 

Maximum offering price per share (100/94.25 of $6.67)

$ 7.08

Class T:
Net Asset Value
and redemption price per share ($996,899 ÷ 148,175 shares)

$ 6.73

 

 

 

Maximum offering price per share (100/96.50 of $6.73)

$ 6.97

Class B:
Net Asset Value
and offering price per share ($254,279 ÷ 38,057 shares)A

$ 6.68

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,395,692 ÷ 209,094 shares)A

$ 6.67

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($131,338,267 ÷ 19,645,402 shares)

$ 6.69

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($197,262 ÷ 29,577 shares)

$ 6.67

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 3,448,845

Interest

 

1,597

Income from Fidelity Central Funds

 

31,286

Income before foreign taxes withheld

 

3,481,728

Less foreign taxes withheld

 

(260,512)

Total income

 

3,221,216

 

 

 

Expenses

Management fee
Basic fee

$ 797,169

Performance adjustment

(22,587)

Transfer agent fees

274,385

Distribution and service plan fees

36,441

Accounting and security lending fees

58,516

Custodian fees and expenses

310,251

Independent trustees' compensation

597

Registration fees

80,712

Audit

106,913

Legal

401

Miscellaneous

731

Total expenses before reductions

1,643,529

Expense reductions

(287,161)

1,356,368

Net investment income (loss)

1,864,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(8,922,239)

Foreign currency transactions

(75,788)

Total net realized gain (loss)

 

(8,998,027)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(8,598,208)

Assets and liabilities in foreign currencies

299

Total change in net unrealized appreciation (depreciation)

 

(8,597,909)

Net gain (loss)

(17,595,936)

Net increase (decrease) in net assets resulting from operations

$ (15,731,088)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,864,848

$ 773,945

Net realized gain (loss)

(8,998,027)

1,906,137

Change in net unrealized appreciation (depreciation)

(8,597,909)

5,447,726

Net increase (decrease) in net assets resulting
from operations

(15,731,088)

8,127,808

Distributions to shareholders from net investment income

(953,041)

(411,223)

Distributions to shareholders from net realized gain

(220,294)

(169,935)

Total distributions

(1,173,335)

(581,158)

Share transactions - net increase (decrease)

86,742,563

18,410,630

Redemption fees

14,195

6,300

Total increase (decrease) in net assets

69,852,335

25,963,580

 

 

 

Net Assets

Beginning of period

68,637,225

42,673,645

End of period (including undistributed net investment income of $1,552,849 and undistributed net investment income of $724,017, respectively)

$ 138,489,560

$ 68,637,225

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A,B

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A,B

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A,B

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  (.02)

  -

  -

  -

Total distributions

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A,B

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D,G

 

 

 

 

Expenses before reductions

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2007 (commencement of operations) to October 31, 2008.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  (.02)

  (.03)

  -

  -

Total distributions

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

Net asset value, end of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C,F

 

 

 

 

Expenses before reductions

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  75%

  67%

  98%

  91%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2007 (commencement of operations) to October 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (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, Total International Equity 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (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 October 31, 2011, 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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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), 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

$ 7,855,689

Gross unrealized depreciation

(14,110,478)

Net unrealized appreciation (depreciation) on securities and other investments

$ (6,254,789)

 

 

Tax Cost

$ 145,212,557

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,552,850

Capital loss carryforward

$ (33,183,732)

Net unrealized appreciation (depreciation)

$ (6,246,842)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 1,173,335

$ 581,158

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Annual Report

Notes to Financial Statements - continued

4. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies 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 $169,182,591 and $84,756,770, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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%

$ 12,983

$ 1,616

Class T

.25%

.25%

5,374

38

Class B

.75%

.25%

3,026

2,283

Class C

.75%

.25%

15,058

2,823

 

 

 

$ 36,441

$ 6,760

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% to 1% for Class B, 1% 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

$ 2,591

Class T

454

Class B*

305

Class C*

219

 

$ 3,569

* 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

Annual Report

Notes to Financial Statements - continued

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

$ 14,366

.28

Class T

3,388

.32

Class B

928

.31

Class C

4,603

.31

Total International Equity

250,636

.24

Institutional Class

464

.30

 

$ 274,385

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $901 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $320 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

Annual Report

8. Security Lending - continued

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 $31,105. During the period, there were no securities loaned to FCM.

9. 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%

$ 14,721

Class T

1.70%

3,433

Class B

2.20%

954

Class C

2.20%

4,689

Total International Equity

1.20%

229,885

Institutional Class

1.20%

437

 

 

$ 254,119

In addition, FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $1,529.

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 $31,513 for the period.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 61,018

$ 26,391

Class T

9,414

-

Class B

1,488

-

Class C

6,263

-

Total International Equity

873,280

382,451

Institutional Class

1,578

2,381

Total

$ 953,041

$ 411,223

 

From net realized gain

 

 

Class A

$ 16,196

$ 14,995

Class T

3,213

-

Class B

1,016

-

Class C

4,485

-

Total International Equity

195,026

154,214

Institutional Class

358

726

Total

$ 220,294

$ 169,935

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

231,083

443,125

$ 1,708,687

$ 2,924,922

Reinvestment of distributions

10,039

5,568

74,076

37,804

Shares redeemed

(279,366)

(347,260)

(2,035,449)

(2,296,503)

Net increase (decrease)

(38,244)

101,433

$ (252,686)

$ 666,223

Class T

 

 

 

 

Shares sold

37,121

121,719

$ 276,509

$ 807,663

Reinvestment of distributions

1,678

-

12,524

-

Shares redeemed

(25,970)

(224,749)

(191,826)

(1,531,457)

Net increase (decrease)

12,829

(103,030)

$ 97,207

$ (723,794)

Class B

 

 

 

 

Shares sold

3,282

30,066

$ 24,631

$ 198,826

Reinvestment of distributions

331

-

2,469

-

Shares redeemed

(9,973)

(194,792)

(73,676)

(1,332,260)

Net increase (decrease)

(6,360)

(164,726)

$ (46,576)

$ (1,133,434)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

66,879

86,496

$ 498,161

$ 580,588

Reinvestment of distributions

1,425

-

10,610

-

Shares redeemed

(52,554)

(161,545)

(388,669)

(1,102,805)

Net increase (decrease)

15,750

(75,049)

$ 120,102

$ (522,217)

Total International Equity

 

 

 

 

Shares sold

16,784,298

6,833,012

$ 125,543,898

$ 45,955,028

Reinvestment of distributions

135,624

74,043

1,000,533

502,009

Shares redeemed

(5,532,363)

(3,806,841)

(39,913,646)

(24,965,317)

Net increase (decrease)

11,387,559

3,100,214

$ 86,630,785

$ 21,491,720

Institutional Class

 

 

 

 

Shares sold

26,909

377

$ 202,383

$ 2,481

Reinvestment of distributions

263

460

1,936

3,106

Shares redeemed

(1,422)

(201,123)

(10,588)

(1,373,455)

Net increase (decrease)

25,750

(200,286)

$ 193,731

$ (1,367,868)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 13, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Institutional Class designates 100% of the dividends distributed in December 2010 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/10
12/31/10

$0.085
0.015

$0.0112
0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2010, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Total International Equity Fund

dif31480

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the second quartile for all the periods shown. The Board also noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for the one-year period, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Total International Equity Fund

dif31482

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2010, the total expense ratio of Class C ranked equal to its competitive median for 2010, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

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 & Trust Company

Quincy, MAdif30550

ATIEI-UANN-1211
1.853356.103

(Fidelity Logo)

Fidelity Advisor®

Worldwide Fund

Class A, Class T, Class B, and Class C

Annual Report

October 31, 2011

(Fidelity Cover Art)

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are
classes of Fidelity® Worldwide Fund


Contents

Chairman's Message

(Click Here)

The Chairman's message to shareholders.

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10 years

  Class A (incl. 5.75% sales charge) A

-2.98%

0.26%

5.81%

  Class T (incl. 3.50% sales charge) B

-0.98%

0.59%

5.98%

  Class B (incl. contingent deferred sales charge) C

-2.81%

0.74%

6.23%

  Class C (incl. contingent deferred sales charge) D

1.19%

1.06%

6.23%

A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity® Worldwide Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower.

B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Worldwide Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower.

C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Worldwide Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Worldwide Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Worldwide Fund - Class A, on October 31, 2001, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® World Index performed over the same period. The initial offering of Class A took place on February 19, 2009. See above for additional information regarding the performance of Class A.

dif31578

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about sovereign debt in Europe, a devastating earthquake/tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth caused markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as better-than-expected U.S. economic data and prospects for a resolution to the European debt debacle prompted buyers to storm back onto the scene in search of bargains. Those gains - along with favorable currency fluctuations overall - helped lift the MSCI® ACWI® (All Country World Index) Index 0.75% for the year. Within the index, Europe and emerging markets declined the most, with many countries in these areas sustaining steep losses. By contrast, the U.S. (+8%), which dominates the index, delivered a positive result, as did Australia (+4%) and Switzerland (+3%). Japan showed resilience in the wake of its natural disasters, falling only 2%.

Comments from William Kennedy, Lead Portfolio Manager of Fidelity Advisor® Worldwide Fund and manager of its non-U.S. equity subportfolio, and Co-Portfolio Manager Stephen DuFour, who manages the fund's U.S. equity subportfolio: For the 12 months ending October 31, 2011, the fund's Class A, Class T, Class B and Class C shares returned 2.94%, 2.61%, 2.19% and 2.19%, respectively (excluding sales charges), compared to 2.12% for the MSCI® World Index. Stock selection aided relative results, particularly in the U.S., but also in Japan and Canada. Standouts included Green Mountain Coffee Roasters, maker of the Keurig® coffee system, whose stock rallied during our ownership, following the launch of a new machine and new brands. Shares of beauty products company Estee Lauder benefited from growing overseas demand, product introductions and improved operations. Card processor MasterCard saw a sizable share price gain, fueled by strong volume growth as more payments worldwide were made with plastic. Conversely, security selection and currency exposure in emerging markets detracted, as did positioning in Europe and Asia Pacific ex Japan. The fund's small cash position also hurt. Individual disappointments included France-based network equipment company Alcatel-Lucent, whose stock declined when the company failed to execute on its turnaround plan. Untimely ownership of commercial roofing supplier Carlisle Companies detracted, as did our lack of exposure to tech giant and index component International Business Machines, which rallied nicely. Some of the stocks mentioned were not in the index, and some were not in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Worldwide Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011
to October 31, 2011

Class A

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 874.80

$ 6.57

HypotheticalA

 

$ 1,000.00

$ 1,018.20

$ 7.07

Class T

1.69%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 7.98

HypotheticalA

 

$ 1,000.00

$ 1,016.69

$ 8.59

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 871.50

$ 10.00

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 871.70

$ 10.10

HypotheticalA

 

$ 1,000.00

$ 1,014.42

$ 10.87

Worldwide

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 876.50

$ 4.97

HypotheticalA

 

$ 1,000.00

$ 1,019.91

$ 5.35

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 876.20

$ 5.25

HypotheticalA

 

$ 1,000.00

$ 1,019.61

$ 5.65

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Fidelity Worldwide Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif31365

United States of America

52.8%

 

dif31367

United Kingdom

9.8%

 

dif31369

Japan

7.0%

 

dif31371

France

4.3%

 

dif31373

Switzerland

3.2%

 

dif31375

Germany

2.7%

 

dif31377

Canada

2.1%

 

dif31379

Netherlands

1.6%

 

dif31381

Australia

1.5%

 

dif31383

Other

15.0%

 

dif31590

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif31365

United States of America

48.4%

 

dif31367

United Kingdom

9.9%

 

dif31369

Japan

7.4%

 

dif31371

France

5.9%

 

dif31373

Germany

4.1%

 

dif31375

Canada

3.2%

 

dif31377

Switzerland

2.4%

 

dif31379

Netherlands

2.1%

 

dif31381

Australia

1.9%

 

dif31383

Other

14.7%

 

dif31602

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

94.8

Bonds

0.0

0.1

Short-Term Investments and Net Other Assets

3.4

5.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Intuit, Inc. (United States of America, Software)

2.7

1.1

Citigroup, Inc. (United States of America, Diversified Financial Services)

2.6

0.0

Edwards Lifesciences Corp. (United States of America, Health Care Equipment & Supplies)

2.2

1.1

Exxon Mobil Corp. (United States of America, Oil, Gas & Consumable Fuels)

2.1

1.8

MasterCard, Inc. Class A (United States of America, IT Services)

2.1

0.5

Prologis, Inc. (United States of America, Real Estate Investment Trusts)

1.8

0.0

Union Pacific Corp. (United States of America, Road & Rail)

1.8

0.0

Apple, Inc. (United States of America, Computers & Peripherals)

1.8

1.3

Perrigo Co. (United States of America, Pharmaceuticals)

1.6

1.2

British American Tobacco PLC

1.6

0.3

 

20.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

14.2

Consumer Discretionary

14.7

14.7

Information Technology

14.3

15.6

Energy

11.4

12.6

Health Care

10.7

12.1

Consumer Staples

9.4

7.2

Industrials

9.2

9.5

Materials

4.3

5.0

Telecommunication Services

3.0

3.0

Utilities

1.4

1.0

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 1.5%

Australia & New Zealand Banking Group Ltd.

244,941

$ 5,535,316

carsales.com Ltd. (d)

238,660

1,233,872

Commonwealth Bank of Australia

73,520

3,777,086

Fortescue Metals Group Ltd.

218,016

1,095,164

Macquarie Group Ltd.

17,973

462,782

Newcrest Mining Ltd.

92,133

3,256,459

WorleyParsons Ltd.

61,305

1,779,531

TOTAL AUSTRALIA

17,140,210

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,500

189,217

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

49,599

550,379

Bailiwick of Jersey - 0.9%

Experian PLC

176,600

2,301,886

Shire PLC

132,800

4,168,784

Velti PLC (a)

32,500

273,650

Wolseley PLC

106,760

3,087,012

TOTAL BAILIWICK OF JERSEY

9,831,332

Belgium - 0.1%

Anheuser-Busch InBev SA NV

26,911

1,492,596

Bermuda - 0.4%

African Minerals Ltd. (a)

177,200

1,258,868

Cheung Kong Infrastructure Holdings Ltd.

401,000

2,148,044

Li & Fung Ltd.

516,000

994,432

Noble Group Ltd.

529,363

646,120

TOTAL BERMUDA

5,047,464

Brazil - 1.0%

Anhanguera Educacional Participacoes SA

113,300

1,665,982

Arezzo Industria e Comercio SA

51,200

676,823

Itau Unibanco Banco Multiplo SA sponsored ADR

78,300

1,497,096

Qualicorp SA

341,000

3,117,692

Souza Cruz Industria Comerico

199,500

2,446,698

TIM Participacoes SA sponsored ADR

82,378

2,145,123

TOTAL BRAZIL

11,549,414

British Virgin Islands - 0.2%

Arcos Dorados Holdings, Inc.

45,500

1,064,700

Mail.ru Group Ltd. GDR (Reg. S)

43,800

1,508,910

TOTAL BRITISH VIRGIN ISLANDS

2,573,610

Canada - 2.1%

Canadian Natural Resources Ltd.

34,200

1,206,272

InterOil Corp. (a)

10,500

498,855

Keyera Corp.

401,000

18,291,087

 

Shares

Value

Open Text Corp. (a)

41,800

$ 2,558,277

Trinidad Drilling Ltd.

206,900

1,618,920

TOTAL CANADA

24,173,411

Cayman Islands - 1.3%

Airtac International Group

156,000

873,143

Belle International Holdings Ltd.

668,000

1,310,100

Biostime International Holdings Ltd.

496,500

885,400

Bosideng International Holdings Ltd.

2,392,000

659,415

China Kanghui Holdings sponsored ADR (a)(d)

105,800

1,657,886

China Mengniu Dairy Co. Ltd.

386,000

1,229,987

China ZhengTong Auto Services Holdings Ltd.

934,000

1,011,347

Ctrip.com International Ltd. sponsored ADR (a)(d)

52,800

1,840,608

Hengdeli Holdings Ltd.

1,388,000

622,264

Microport Scientific Corp.

738,000

417,124

Sands China Ltd. (a)

1,038,800

3,121,789

Shenguan Holdings Group Ltd.

1,912,000

1,027,233

TOTAL CAYMAN ISLANDS

14,656,296

China - 0.7%

Baidu.com, Inc. sponsored ADR (a)

25,000

3,504,500

China Telecom Corp. Ltd. (H Shares)

2,586,000

1,596,615

SINA Corp. (a)(d)

18,600

1,511,994

Zhaojin Mining Industry Co. Ltd. (H Shares)

511,000

912,331

TOTAL CHINA

7,525,440

Curacao - 0.5%

Schlumberger Ltd.

72,000

5,289,840

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)

12,322

13,673

Denmark - 0.9%

Novo Nordisk A/S Series B

54,816

5,820,540

William Demant Holding A/S (a)

51,300

4,093,123

TOTAL DENMARK

9,913,663

Finland - 0.4%

Amer Group PLC (A Shares)

79,900

1,104,630

Nokian Tyres PLC

78,500

2,884,290

TOTAL FINLAND

3,988,920

France - 4.3%

Air Liquide SA

18,600

2,413,176

Arkema SA

26,330

1,801,317

Atos Origin SA

55,730

2,700,909

AXA SA

231,637

3,773,020

BNP Paribas SA

77,588

3,527,237

Club Mediterranee SA (a)

26,800

508,484

Danone

76,600

5,332,139

Iliad SA

38,014

4,449,549

Ipsos SA

3,300

108,372

JC Decaux SA (a)

37,500

1,004,971

Common Stocks - continued

Shares

Value

France - continued

LVMH Moet Hennessy - Louis Vuitton

33,579

$ 5,588,015

Pernod-Ricard SA

17,814

1,664,064

PPR SA

21,450

3,351,398

Safran SA

51,200

1,677,154

Sanofi-aventis

59,011

4,222,200

Sanofi-aventis sponsored ADR

70,000

2,502,500

Schneider Electric SA

24,592

1,451,502

Societe Generale Series A

55,400

1,617,696

Unibail-Rodamco

6,389

1,277,631

TOTAL FRANCE

48,971,334

Germany - 2.2%

Aareal Bank AG (a)

69,248

1,407,777

Allianz AG

22,281

2,504,084

Bayer AG

46,647

2,988,564

Bayerische Motoren Werke AG (BMW)

42,702

3,490,168

Commerzbank AG (a)

260,100

641,795

Deutsche Bank AG

64,100

2,650,826

Fresenius Medical Care AG & Co. KGaA

52,700

3,839,525

GEA Group AG

52,982

1,463,870

Gerry Weber International AG (Bearer)

19,400

604,072

Kabel Deutschland Holding AG (a)

54,900

3,134,774

Siemens AG

20,658

2,165,703

TOTAL GERMANY

24,891,158

Hong Kong - 0.7%

AIA Group Ltd.

1,010,800

3,090,763

China Unicom (Hong Kong) Ltd.

776,000

1,560,238

I.T Ltd.

798,000

496,991

Techtronic Industries Co. Ltd.

3,575,500

3,093,641

TOTAL HONG KONG

8,241,633

India - 0.8%

Apollo Hospitals Enterprise Ltd.

164,788

1,756,036

Bharti Airtel Ltd.

350,401

2,806,264

Housing Development Finance Corp. Ltd.

166,070

2,337,075

Larsen & Toubro Ltd.

16,958

489,178

Shriram Transport Finance Co. Ltd.

41,265

516,600

The Jammu & Kashmir Bank Ltd.

30,114

519,252

Titan Industries Ltd.

175,420

779,023

TOTAL INDIA

9,203,428

Indonesia - 0.3%

PT Astra International Tbk

82,000

632,282

PT Sarana Menara Nusantara Tbk (a)

913,000

923,098

PT Tower Bersama Infrastructure Tbk

3,992,500

929,188

PT XL Axiata Tbk

1,171,500

655,208

TOTAL INDONESIA

3,139,776

Ireland - 0.6%

Accenture PLC Class A

43,600

2,627,336

 

Shares

Value

James Hardie Industries NV CDI (a)

297,856

$ 1,929,373

Kenmare Resources PLC (a)

321,500

209,762

Paddy Power PLC (Ireland)

45,700

2,529,769

TOTAL IRELAND

7,296,240

Israel - 0.3%

Check Point Software Technologies Ltd. (a)

32,400

1,867,212

Israel Chemicals Ltd.

81,400

979,495

TOTAL ISRAEL

2,846,707

Italy - 0.6%

Intesa Sanpaolo SpA

509,546

910,362

Prada SpA

144,900

716,306

Prysmian SpA

104,600

1,585,078

Saipem SpA

84,317

3,780,636

TOTAL ITALY

6,992,382

Japan - 7.0%

ABC-Mart, Inc.

84,500

3,309,601

Aozora Bank Ltd.

566,000

1,431,046

Asics Corp.

200,000

2,651,771

Calbee, Inc. (d)

42,800

1,951,360

Canon, Inc.

94,450

4,288,371

Cosmos Pharmaceutical Corp.

47,300

2,194,224

Credit Saison Co. Ltd.

76,100

1,485,195

DeNA Co. Ltd.

46,400

2,002,954

Denso Corp.

69,500

2,137,626

Digital Garage, Inc. (a)

170

556,650

Don Quijote Co. Ltd.

84,700

3,103,052

Fanuc Corp.

21,200

3,428,272

Honda Motor Co. Ltd.

108,200

3,235,999

Japan Retail Fund Investment Corp.

157

243,063

Japan Tobacco, Inc.

1,306

6,528,435

JS Group Corp.

91,700

1,923,116

JSR Corp.

126,300

2,411,388

Kakaku.com, Inc.

43,300

1,714,683

KDDI Corp.

618

4,527,650

Keyence Corp.

10,400

2,644,131

Misumi Group, Inc.

70,500

1,467,103

Mitsubishi Corp.

136,300

2,803,636

Mitsubishi Estate Co. Ltd.

87,000

1,473,711

Mitsubishi UFJ Financial Group, Inc.

837,800

3,641,492

ORIX Corp.

73,700

6,433,011

Rakuten, Inc.

3,737

4,097,156

So-net M3, Inc.

320

1,447,362

SOFTBANK CORP.

59,800

1,941,095

Start Today Co. Ltd.

165,300

3,497,242

Tokyo Electron Ltd.

19,400

1,031,892

TOTAL JAPAN

79,602,287

Korea (South) - 1.1%

Hyundai Motor Co.

11,637

2,334,815

Kia Motors Corp.

27,270

1,741,809

Common Stocks - continued

Shares

Value

Korea (South) - continued

LG Household & Health Care Ltd.

3,087

$ 1,389,000

NHN Corp. (a)

3,893

809,131

Orion Corp.

6,624

3,540,417

Samsung Electronics Co. Ltd.

1,927

1,652,691

Shinhan Financial Group Co. Ltd.

22,350

887,039

TOTAL KOREA (SOUTH)

12,354,902

Luxembourg - 0.6%

Brait SA

516,600

1,236,773

Millicom International Cellular SA

11,500

1,263,850

Millicom International Cellular SA (depositary receipt)

27,200

2,997,630

Samsonite International SA

934,200

1,520,025

TOTAL LUXEMBOURG

7,018,278

Mexico - 0.2%

Wal-Mart de Mexico SA de CV Series V

1,042,400

2,692,836

Netherlands - 1.6%

AEGON NV (a)

292,700

1,396,073

ASML Holding NV

60,800

2,549,344

Gemalto NV

106,288

4,849,622

ING Groep NV (Certificaten Van Aandelen) (a)

654,400

5,642,383

Koninklijke Philips Electronics NV

77,500

1,613,528

Randstad Holdings NV

45,325

1,616,744

TOTAL NETHERLANDS

17,667,694

Norway - 0.5%

Aker Solutions ASA

105,900

1,231,594

DnB NOR ASA

367,800

4,290,648

TOTAL NORWAY

5,522,242

Philippines - 0.1%

Alliance Global Group, Inc.

6,500,000

1,616,043

Poland - 0.2%

Eurocash SA

232,100

1,860,945

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

279,659

1,282,610

Singapore - 0.1%

Avago Technologies Ltd.

41,000

1,384,570

South Africa - 0.4%

AngloGold Ashanti Ltd. sponsored ADR

44,700

2,020,887

Sanlam Ltd.

311,800

1,164,884

Shoprite Holdings Ltd.

125,400

1,837,793

TOTAL SOUTH AFRICA

5,023,564

Spain - 0.7%

Banco Bilbao Vizcaya Argentaria SA

135,154

1,216,551

Banco Santander SA:

rights 10/31/11

356,566

61,681

(Spain)

356,566

3,018,362

Inditex SA

17,582

1,600,055

 

Shares

Value

Prosegur Compania de Seguridad SA (Reg.)

19,900

$ 992,803

Viscofan Envolturas Celulosicas SA

31,300

1,204,620

TOTAL SPAIN

8,094,072

Sweden - 0.6%

Elekta AB (B Shares)

13,000

520,235

Intrum Justitia AB

14,200

233,597

Meda AB (A Shares)

107,400

1,097,137

Swedbank AB (A Shares)

195,000

2,747,237

Swedish Match Co.

65,600

2,269,997

TOTAL SWEDEN

6,868,203

Switzerland - 3.2%

ACE Ltd.

41,000

2,958,150

Adecco SA (Reg.)

34,229

1,654,210

Compagnie Financiere Richemont SA Series A

16,640

952,835

Kuehne & Nagel International AG

10,620

1,322,735

Nestle SA

164,083

9,517,207

Partners Group Holding

12,748

2,389,660

Schindler Holding AG (participation certificate)

31,036

3,649,838

The Swatch Group AG (Bearer)

5,440

2,303,577

Transocean Ltd. (United States)

47,100

2,691,765

UBS AG (a)

323,960

4,095,441

Zurich Financial Services AG

19,138

4,444,561

TOTAL SWITZERLAND

35,979,979

Taiwan - 0.3%

Catcher Technology Co. Ltd.

317,000

1,766,168

WPG Holding Co. Ltd.

955,930

1,154,290

TOTAL TAIWAN

2,920,458

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

514,000

863,328

United Arab Emirates - 0.1%

First Gulf Bank PJSC

130,740

553,500

United Kingdom - 9.8%

Aberdeen Asset Management PLC

474,742

1,469,699

Aggreko PLC

30,300

834,231

Anglo American PLC (United Kingdom)

68,818

2,538,288

Ashmore Group PLC

187,900

1,042,524

Aviva PLC

363,200

1,981,831

Barclays PLC

1,257,259

3,898,158

BG Group PLC

291,563

6,360,515

BHP Billiton PLC

261,599

8,239,155

BP PLC

567,469

4,176,690

British American Tobacco PLC:

(United Kingdom)

222,000

10,180,670

sponsored ADR

92,400

8,523,900

British Land Co. PLC

332,855

2,732,693

Burberry Group PLC

106,200

2,290,305

Carphone Warehouse Group PLC

852,279

4,810,929

Common Stocks - continued

Shares

Value

United Kingdom - continued

Diageo PLC

100,557

$ 2,081,493

GlaxoSmithKline PLC

153,700

3,450,034

HSBC Holdings PLC (United Kingdom)

580,528

5,066,231

Imperial Tobacco Group PLC

85,378

3,122,313

International Personal Finance PLC

517,515

2,282,078

Jazztel PLC (a)

228,700

1,322,961

Legal & General Group PLC

1,800,381

3,199,387

Lloyds Banking Group PLC (a)

2,775,954

1,435,778

Micro Focus International PLC

116,800

637,897

National Grid PLC

273,500

2,719,655

Ocado Group PLC (a)(d)

898,900

1,353,815

Reckitt Benckiser Group PLC

19,141

984,426

Royal Dutch Shell PLC Class B

371,168

13,319,306

Royalblue Group PLC

15,700

410,797

SuperGroup PLC (a)(d)

65,400

656,300

The Weir Group PLC

37,100

1,144,956

Ultra Electronics Holdings PLC

32,400

829,522

Vodafone Group PLC

2,115,200

5,874,342

Vodafone Group PLC sponsored ADR

47,212

1,314,382

Xstrata PLC

81,600

1,372,000

TOTAL UNITED KINGDOM

111,657,261

United States of America - 49.4%

Alexion Pharmaceuticals, Inc. (a)

173,000

11,679,230

Amazon.com, Inc. (a)

17,800

3,800,478

American Express Co.

182,100

9,217,902

Ameriprise Financial, Inc.

83,000

3,874,440

Apple, Inc. (a)

49,600

20,077,088

BB&T Corp.

38,000

886,920

Beam, Inc.

25,000

1,235,750

Biogen Idec, Inc. (a)

76,300

8,878,268

Cabot Oil & Gas Corp.

66,000

5,129,520

Chevron Corp.

143,000

15,022,150

Citigroup, Inc.

917,100

28,971,189

Citrix Systems, Inc. (a)

167,209

12,177,831

Cognizant Technology Solutions Corp. Class A (a)

61,600

4,481,400

Collective Brands, Inc. (a)

181,000

2,644,410

CSX Corp.

344,000

7,640,240

Cummins, Inc.

169,400

16,843,442

Discover Financial Services

384,100

9,049,396

Duke Energy Corp.

88,000

1,796,960

Edwards Lifesciences Corp. (a)

329,000

24,813,180

El Paso Electric Co.

60,750

1,945,823

Elizabeth Arden, Inc. (a)

76,000

2,605,280

EQT Corp.

257,000

16,319,500

Estee Lauder Companies, Inc. Class A

115,000

11,321,750

Exxon Mobil Corp.

309,000

24,129,810

Fifth Third Bancorp

381,000

4,575,810

Fiserv, Inc. (a)

7,000

412,090

Fossil, Inc. (a)

2,900

300,614

 

Shares

Value

Freeport-McMoRan Copper & Gold, Inc.

112,000

$ 4,509,120

G-III Apparel Group Ltd. (a)

189,600

5,344,824

Gilead Sciences, Inc. (a)

122,000

5,082,520

Google, Inc. Class A (a)

6,500

3,852,160

Green Mountain Coffee Roasters, Inc. (a)

8,900

578,678

Informatica Corp. (a)

144,100

6,556,550

IntercontinentalExchange, Inc. (a)

13,000

1,688,440

InterMune, Inc. (a)

37,000

943,500

Intuit, Inc.

576,000

30,913,915

iRobot Corp. (a)

177,000

5,993,220

JCPenney Co., Inc.

31,000

994,480

JPMorgan Chase & Co.

105,000

3,649,800

Lincoln National Corp.

367,000

6,991,350

Lorillard, Inc.

8,000

885,280

MasterCard, Inc. Class A

69,100

23,994,284

McDonald's Corp.

118,500

11,002,725

Motorola Solutions, Inc.

20,000

938,200

National Oilwell Varco, Inc.

82,000

5,849,060

Nu Skin Enterprises, Inc. Class A

132,000

6,669,960

ONEOK, Inc.

37,000

2,813,850

Perrigo Co.

207,000

18,687,960

Polypore International, Inc. (a)

139,100

7,295,795

PPL Corp.

145,000

4,258,650

Prestige Brands Holdings, Inc. (a)

296,120

3,132,950

Priceline.com, Inc. (a)

4,000

2,030,880

Prologis, Inc.

681,600

20,284,416

PulteGroup, Inc. (a)

807,000

4,180,260

Ralph Lauren Corp.

14,000

2,223,060

RF Micro Devices, Inc. (a)

991,700

7,279,078

Riverbed Technology, Inc. (a)

28,000

772,240

salesforce.com, Inc. (a)

56,000

7,457,520

Sirius XM Radio, Inc. (a)(d)

3,900,000

6,981,000

Smithfield Foods, Inc. (a)

186,000

4,251,960

Starbucks Corp.

281,000

11,897,540

Target Corp.

81,000

4,434,750

TJX Companies, Inc.

176,000

10,371,680

Torchmark Corp.

57,000

2,333,010

Union Pacific Corp.

202,000

20,113,140

United Technologies Corp.

65,000

5,068,700

UnitedHealth Group, Inc.

273,900

13,144,461

Virgin Media, Inc.

98,000

2,389,240

W.R. Grace & Co. (a)

323,000

13,498,170

Wells Fargo & Co.

246,000

6,373,860

Williams Companies, Inc.

85,000

2,559,350

TOTAL UNITED STATES OF AMERICA

560,102,057

TOTAL COMMON STOCKS

(Cost $1,032,697,154)


1,088,582,952

Nonconvertible Preferred Stocks - 0.6%

Shares

Value

Germany - 0.5%

ProSiebenSat.1 Media AG

2,200

$ 47,191

Volkswagen AG

34,600

6,071,557

TOTAL GERMANY

6,118,748

Italy - 0.1%

Fiat Industrial SpA (a)

118,500

727,141

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,541,680)


6,845,889

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

41,886,340

41,886,340

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

12,725,485

12,725,485

TOTAL MONEY MARKET FUNDS

(Cost $54,611,825)


54,611,825

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $1,092,850,659)

1,150,040,666

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(15,367,874)

NET ASSETS - 100%

$ 1,134,672,792

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 77,687

Fidelity Securities Lending Cash Central Fund

199,692

Total

$ 277,379

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 560,102,057

$ 560,102,057

$ -

$ -

United Kingdom

111,657,261

49,233,918

62,423,343

-

Japan

79,602,287

-

79,602,287

-

France

48,971,334

44,749,134

4,222,200

-

Switzerland

35,979,979

31,884,538

4,095,441

-

Germany

31,009,906

22,353,852

8,656,054

-

Canada

24,173,411

24,173,411

-

-

Netherlands

17,667,694

9,015,710

8,651,984

-

Australia

17,140,210

-

17,140,210

-

Other

169,124,702

95,926,624

73,198,078

-

Money Market Funds

54,611,825

54,611,825

-

-

Total Investments in Securities:

$ 1,150,040,666

$ 892,051,069

$ 257,989,597

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 34,550

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(34,550)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $43,909,944 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Worldwide Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,527,651) - See accompanying schedule:

Unaffiliated issuers (cost $1,038,238,834)

$ 1,095,428,841

 

Fidelity Central Funds (cost $54,611,825)

54,611,825

 

Total Investments (cost $1,092,850,659)

 

$ 1,150,040,666

Foreign currency held at value (cost $12)

12

Receivable for investments sold

36,476,232

Receivable for fund shares sold

974,697

Dividends receivable

1,205,767

Distributions receivable from Fidelity Central Funds

21,667

Prepaid expenses

4,726

Other receivables

381,445

Total assets

1,189,105,212

 

 

 

Liabilities

Payable for investments purchased

$ 39,330,913

Payable for fund shares redeemed

1,365,409

Accrued management fee

671,958

Distribution and service plan fees payable

4,710

Other affiliated payables

262,119

Other payables and accrued
expenses

71,826

Collateral on securities loaned, at value

12,725,485

Total liabilities

54,432,420

 

 

 

Net Assets

$ 1,134,672,792

Net Assets consist of:

 

Paid in capital

$ 1,132,528,887

Undistributed net investment income

2,700,979

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(57,762,431)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign
currencies

57,205,357

Net Assets

$ 1,134,672,792

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($13,153,433 ÷ 735,359 shares)

$ 17.89

 

 

 

Maximum offering price per share (100/94.25 of $17.89)

$ 18.98

Class T:
Net Asset Value
and redemption price per share ($2,186,869 ÷ 122,631 shares)

$ 17.83

 

 

 

Maximum offering price per share (100/96.50 of $17.83)

$ 18.48

Class B:
Net Asset Value
and offering price per share ($255,549 ÷ 14,383 shares)A

$ 17.77

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,296,964 ÷ 73,124 shares)A

$ 17.74

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,114,693,586 ÷ 61,871,620 shares)

$ 18.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,086,391 ÷ 171,674 shares)

$ 17.98

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Worldwide Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 20,686,068

Interest

 

17,708

Income from Fidelity Central Funds

 

277,379

Income before foreign taxes withheld

 

20,981,155

Less foreign taxes withheld

 

(1,097,612)

Total income

 

19,883,543

 

 

 

Expenses

Management fee
Basic fee

$ 8,486,454

Performance adjustment

729,662

Transfer agent fees

2,773,239

Distribution and service plan fees

54,064

Accounting and security lending fees

553,421

Custodian fees and expenses

257,965

Independent trustees' compensation

6,658

Registration fees

98,806

Audit

81,560

Legal

5,113

Miscellaneous

11,919

Total expenses before reductions

13,058,861

Expense reductions

(357,517)

12,701,344

Net investment income (loss)

7,182,199

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

120,978,817

Foreign currency transactions

(435,639)

Total net realized gain (loss)

 

120,543,178

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $556,502)

(94,435,905)

Assets and liabilities in foreign currencies

(21,713)

Total change in net unrealized appreciation (depreciation)

 

(94,457,618)

Net gain (loss)

26,085,560

Net increase (decrease) in net assets resulting from operations

$ 33,267,759

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,182,199

$ 5,168,785

Net realized gain (loss)

120,543,178

100,330,002

Change in net unrealized appreciation (depreciation)

(94,457,618)

66,991,246

Net increase (decrease) in net assets resulting from operations

33,267,759

172,490,033

Distributions to shareholders from net investment income

(6,244,141)

(6,419,967)

Distributions to shareholders from net realized gain

(2,870,519)

(993,213)

Total distributions

(9,114,660)

(7,413,180)

Share transactions - net increase (decrease)

12,558,124

(61,476,980)

Redemption fees

33,448

31,293

Total increase (decrease) in net assets

36,744,671

103,631,166

 

 

 

Net Assets

Beginning of period

1,097,928,121

994,296,955

End of period (including undistributed net investment income of $2,700,979 and undistributed net investment income of $4,480,160, respectively)

$ 1,134,672,792

$ 1,097,928,121

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .05

.03

(.01)

Net realized and unrealized gain (loss)

  .47

2.63

4.09

Total from investment operations

  .52

2.66

4.08

Distributions from net investment income

  (.08)

(.10)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.13)

(.12)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.38%

1.41%

1.49% A

Net investment income (loss)

  .28%

.21%

(.06)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

Net realized and unrealized gain (loss)

  .45

2.62

4.07

Total from investment operations

  .46

2.61

4.06

Distributions from net investment income

  (.04)

(.08)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.09)

(.09) K

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.63%

1.68%

1.70% A

Net investment income (loss)

  .03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.09 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  .47

2.61

4.04

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.01)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  -

(.02)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.13%

2.17%

2.17% A

Net investment income (loss)

  (.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 305

$ 224

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  .47

2.61

4.05

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.03)

-

Distributions from net realized gain

  -

(.02)

-

Total distributions

  -

(.05)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.13%

2.16%

2.15% A

Net investment income (loss)

  (.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Worldwide

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 17.58

$ 14.98

$ 13.40

$ 25.18

$ 21.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.08

.12

.16

.14

Net realized and unrealized gain (loss)

  .48

2.63

1.63

(9.44)

6.05

Total from investment operations

  .59

2.71

1.75

(9.28)

6.19

Distributions from net investment income

  (.10)

(.10)

(.17)

(.12)

(.17)

Distributions from net realized gain

  (.05)

(.02)

-

(2.38)

(2.66)

Total distributions

  (.15)

(.11) G

(.17)

(2.50)

(2.83)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Total Return A

  3.32%

18.18%

13.39%

(40.66)%

31.87%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of fee waivers, if any

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of all reductions

  1.05%

1.12%

1.24%

1.19%

1.02%

Net investment income (loss)

  .60%

.50%

.92%

.84%

.66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

$ 1,773,603

Portfolio turnover rate D

  203%

166%

224%

264%

128%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.11 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.015 per share.

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .10

.07

.06

Net realized and unrealized gain (loss)

  .47

2.63

4.06

Total from investment operations

  .57

2.70

4.12

Distributions from net investment income

  (.11)

(.11)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.16)

(.13)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.10%

1.19%

1.15% A

Net investment income (loss)

  .56%

.44%

.62% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  203%

166%

224%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Worldwide Fund (the Fund) is a fund of Fidelity Investment Trust (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, Worldwide and Institutional class, 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011 as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these

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3. Significant Accounting Policies - continued

Security Valuation - continued

circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, equity-debt classifications, 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

$ 107,207,788

Gross unrealized depreciation

(63,870,262)

Net unrealized appreciation (depreciation) on securities and other investments

$ 43,337,526

 

 

Tax Cost

$ 1,106,703,140

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,701,313

Capital loss carryfoward

$ (43,909,944)

Net unrealized appreciation (depreciation)

$ 43,352,876

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 9,114,660

$ 7,413,180

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,331,452,718 and $2,340,625,824, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .77% 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%

$ 27,830

$ 7,097

Class T

.25%

.25%

12,334

6

Class B

.75%

.25%

3,072

2,345

Class C

.75%

.25%

10,828

4,607

 

 

 

$ 54,064

$ 14,055

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5. 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% to 1% for Class B, 1% 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

$ 12,873

Class T

1,872

Class B*

291

Class C*

512

 

$ 15,548

* 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

$ 33,823

.30

Class T

7,470

.30

Class B

941

.31

Class C

3,295

.30

Worldwide

2,724,210

.23

Institutional Class

3,500

.28

 

$ 2,773,239

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $92,473 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,661 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

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 $199,692. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $51,129.

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 $306,388 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 36,687

$ 9,814

Class T

3,024

2,409

Class B

-

75

Class C

-

827

Worldwide

6,199,611

6,404,601

Institutional Class

4,819

2,241

Total

$ 6,244,141

$ 6,419,967

From net realized gain

 

 

Class A

$ 20,664

$ 1,404

Class T

3,280

480

Class B

-

191

Class C

-

373

Worldwide

2,844,643

990,471

Institutional Class

1,932

294

Total

$ 2,870,519

$ 993,213

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

446,295

404,777

$ 8,440,354

$ 6,463,954

Reinvestment of distributions

2,409

589

44,007

9,399

Shares redeemed

(143,732)

(41,328)

(2,654,718)

(668,935)

Net increase (decrease)

304,972

364,038

$ 5,829,643

$ 5,804,418

Class T

 

 

 

 

Shares sold

307,740

57,729

$ 5,853,479

$ 930,150

Reinvestment of distributions

344

156

6,293

2,498

Shares redeemed

(249,620)

(24,377)

(4,835,753)

(385,540)

Net increase (decrease)

58,464

33,508

$ 1,024,019

$ 547,108

Class B

 

 

 

 

Shares sold

3,768

11,168

$ 71,519

$ 177,092

Reinvestment of distributions

-

16

-

260

Shares redeemed

(6,939)

(8,709)

(128,598)

(138,098)

Net increase (decrease)

(3,171)

2,475

$ (57,079)

$ 39,254

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10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

41,472

34,028

$ 784,669

$ 543,674

Reinvestment of distributions

-

68

-

1,087

Shares redeemed

(9,227)

(15,747)

(167,760)

(246,126)

Net increase (decrease)

32,245

18,349

$ 616,909

$ 298,635

Worldwide

 

 

 

 

Shares sold

12,255,493

8,421,228

$ 231,984,939

$ 135,177,567

Reinvestment of distributions

480,262

449,494

8,805,760

7,194,622

Shares redeemed

(12,736,797)

(13,209,138)

(238,335,100)

(210,537,866)

Net increase (decrease)

(1,042)

(4,338,416)

$ 2,455,599

$ (68,165,677)

Institutional Class

 

 

 

 

Shares sold

162,911

9,920

$ 2,875,496

$ 162,697

Reinvestment of distributions

360

158

6,581

2,535

Shares redeemed

(10,647)

(10,397)

(193,044)

(165,950)

Net increase (decrease)

152,624

(319)

$ 2,689,033

$ (718)

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Worldwide Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Worldwide Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class A designates 49% and 64%; Class T designates 74% and 64% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A and Class T designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/06/10

$0.099

$0.0105

Class A

12/31/10

$0.019

$0.0000

Class T

12/06/10

$0.066

$0.0105

Class T

12/31/10

$0.019

$0.0000

Class B

12/06/10

$0.000

$0.0000

Class B

12/31/10

$0.000

$0.0000

Class C

12/06/10

$0.000

$0.0000

Class C

12/31/10

$0.000

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Worldwide Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Worldwide Fund

dif31604

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Worldwide Fund

dif31606

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, and the retail class of the fund ranked below its competitive median for 2010 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b 1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

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

JPMorgan Chase Bank
New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

AWLD-UANN-1211
1.883445.102

(Fidelity Logo)

Fidelity Advisor®

Worldwide Fund

Institutional Class

Annual Report

October 31, 2011

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® Worldwide Fund


Contents

Chairman's Message

4

The Chairman's message to shareholders.

Performance

5

How the fund has done over time.

Management's Discussion of Fund Performance

6

The Portfolio Managers' review of fundperformance and strategy.

Shareholder Expense Example

7

An example of shareholder expenses.

Investment Changes

9

A summary of major shifts in the fund's investments over the past six months.

Investments

11

A complete list of the fund's investments with their market values.

Financial Statements

27

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

37

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

49

 

Trustees and Officers

50

 

Distributions

61

 

Board Approval of Investment Advisory Contracts and Management Fees

62

 

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.

Annual Report


Chairman's Message

(Acting Chairman's Photograph)

Dear Shareholder:

Global equity markets began the fourth quarter on a strong note, sharply reversing course in October amid strong corporate earnings, better-than-expected economic news and the promise of a resolution to the sovereign debt crisis in Europe. The mini rally followed a third quarter marked by a significant downturn in July and August, which heightened investor anxiety and set off a wave of volatility that hampered most major asset classes through the end of September. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(Acting Chairman's Signature)

James C. Curvey
Acting Chairman

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2011

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A

3.23%

1.61%

6.52%

A The initial offering of Institutional Class took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity® Worldwide Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Worldwide Fund - Institutional Class, on October 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the MSCI® World Index performed over the same period. The initial offering of Institutional Class took place on February 19, 2009. See above for additional information regarding the performance of Institutional Class.

dif31619

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities were rocked by a number of headline events during the year ending October 31, 2011. Stocks posted a solid advance for the first half of the period, despite concern about sovereign debt in Europe, a devastating earthquake/tsunami in Japan, and political upheaval in the Middle East and North Africa. Sentiment turned decidedly negative in the second half, however, as fresh worries about Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth caused markets to suffer declines that intensified in August and September. October brought with it yet another dramatic swing, as better-than-expected U.S. economic data and prospects for a resolution to the European debt debacle prompted buyers to storm back onto the scene in search of bargains. Those gains - along with favorable currency fluctuations overall - helped lift the MSCI® ACWI® (All Country World Index) Index 0.75% for the year. Within the index, Europe and emerging markets declined the most, with many countries in these areas sustaining steep losses. By contrast, the U.S. (+8%), which dominates the index, delivered a positive result, as did Australia (+4%) and Switzerland (+3%). Japan showed resilience in the wake of its natural disasters, falling only 2%.

Comments from William Kennedy, Lead Portfolio Manager of Fidelity Advisor® Worldwide Fund and manager of its non-U.S. equity subportfolio, and Co-Portfolio Manager Stephen DuFour, who manages the fund's U.S. equity subportfolio: For the 12 months ending October 31, 2011, the fund's Institutional Class shares returned 3.23%, compared to 2.12% for the MSCI® World Index. Stock selection aided relative results, particularly in the U.S., but also in Japan and Canada. Standouts included Green Mountain Coffee Roasters, maker of the Keurig® coffee system, whose stock rallied during our ownership, following the launch of a new machine and new brands. Shares of beauty products company Estee Lauder benefited from growing overseas demand, product introductions and improved operations. Card processor MasterCard saw a sizable share price gain, fueled by strong volume growth as more payments worldwide were made with plastic. Conversely, security selection and currency exposure in emerging markets detracted, as did positioning in Europe and Asia Pacific ex Japan. The fund's small cash position also hurt. Individual disappointments included France-based network equipment company Alcatel-Lucent, whose stock declined when the company failed to execute on its turnaround plan. Untimely ownership of commercial roofing supplier Carlisle Companies detracted, as did our lack of exposure to tech giant and index component International Business Machines, which rallied nicely. Some of the stocks mentioned were not in the index, and some were not in the portfolio at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Worldwide Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, 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.

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2011

Ending
Account Value
October 31, 2011

Expenses Paid
During Period
*
May 1, 2011
to October 31, 2011

Class A

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 874.80

$ 6.57

HypotheticalA

 

$ 1,000.00

$ 1,018.20

$ 7.07

Class T

1.69%

 

 

 

Actual

 

$ 1,000.00

$ 873.20

$ 7.98

HypotheticalA

 

$ 1,000.00

$ 1,016.69

$ 8.59

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 871.50

$ 10.00

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 871.70

$ 10.10

HypotheticalA

 

$ 1,000.00

$ 1,014.42

$ 10.87

Worldwide

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 876.50

$ 4.97

HypotheticalA

 

$ 1,000.00

$ 1,019.91

$ 5.35

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 876.20

$ 5.25

HypotheticalA

 

$ 1,000.00

$ 1,019.61

$ 5.65

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Fidelity Worldwide Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2011

dif31365

United States of America

52.8%

 

dif31367

United Kingdom

9.8%

 

dif31369

Japan

7.0%

 

dif31371

France

4.3%

 

dif31373

Switzerland

3.2%

 

dif31375

Germany

2.7%

 

dif31377

Canada

2.1%

 

dif31379

Netherlands

1.6%

 

dif31381

Australia

1.5%

 

dif31383

Other

15.0%

 

dif31631

Percentages are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2011

dif31365

United States of America

48.4%

 

dif31367

United Kingdom

9.9%

 

dif31369

Japan

7.4%

 

dif31371

France

5.9%

 

dif31373

Germany

4.1%

 

dif31375

Canada

3.2%

 

dif31377

Switzerland

2.4%

 

dif31379

Netherlands

2.1%

 

dif31381

Australia

1.9%

 

dif31383

Other

14.7%

 

dif31643

Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.6

94.8

Bonds

0.0

0.1

Short-Term Investments and Net Other Assets

3.4

5.1

Top Ten Stocks as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Intuit, Inc. (United States of America, Software)

2.7

1.1

Citigroup, Inc. (United States of America, Diversified Financial Services)

2.6

0.0

Edwards Lifesciences Corp. (United States of America, Health Care Equipment & Supplies)

2.2

1.1

Exxon Mobil Corp. (United States of America, Oil, Gas & Consumable Fuels)

2.1

1.8

MasterCard, Inc. Class A (United States of America, IT Services)

2.1

0.5

Prologis, Inc. (United States of America, Real Estate Investment Trusts)

1.8

0.0

Union Pacific Corp. (United States of America, Road & Rail)

1.8

0.0

Apple, Inc. (United States of America, Computers & Peripherals)

1.8

1.3

Perrigo Co. (United States of America, Pharmaceuticals)

1.6

1.2

British American Tobacco PLC

1.6

0.3

 

20.3

Market Sectors as of October 31, 2011

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.2

14.2

Consumer Discretionary

14.7

14.7

Information Technology

14.3

15.6

Energy

11.4

12.6

Health Care

10.7

12.1

Consumer Staples

9.4

7.2

Industrials

9.2

9.5

Materials

4.3

5.0

Telecommunication Services

3.0

3.0

Utilities

1.4

1.0

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2011

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value

Australia - 1.5%

Australia & New Zealand Banking Group Ltd.

244,941

$ 5,535,316

carsales.com Ltd. (d)

238,660

1,233,872

Commonwealth Bank of Australia

73,520

3,777,086

Fortescue Metals Group Ltd.

218,016

1,095,164

Macquarie Group Ltd.

17,973

462,782

Newcrest Mining Ltd.

92,133

3,256,459

WorleyParsons Ltd.

61,305

1,779,531

TOTAL AUSTRALIA

17,140,210

Austria - 0.0%

Osterreichische Elektrizitatswirtschafts AG

6,500

189,217

Bailiwick of Guernsey - 0.1%

Ashmore Global Opportunities Ltd. (United Kingdom)

49,599

550,379

Bailiwick of Jersey - 0.9%

Experian PLC

176,600

2,301,886

Shire PLC

132,800

4,168,784

Velti PLC (a)

32,500

273,650

Wolseley PLC

106,760

3,087,012

TOTAL BAILIWICK OF JERSEY

9,831,332

Belgium - 0.1%

Anheuser-Busch InBev SA NV

26,911

1,492,596

Bermuda - 0.4%

African Minerals Ltd. (a)

177,200

1,258,868

Cheung Kong Infrastructure Holdings Ltd.

401,000

2,148,044

Li & Fung Ltd.

516,000

994,432

Noble Group Ltd.

529,363

646,120

TOTAL BERMUDA

5,047,464

Brazil - 1.0%

Anhanguera Educacional Participacoes SA

113,300

1,665,982

Arezzo Industria e Comercio SA

51,200

676,823

Itau Unibanco Banco Multiplo SA sponsored ADR

78,300

1,497,096

Qualicorp SA

341,000

3,117,692

Souza Cruz Industria Comerico

199,500

2,446,698

TIM Participacoes SA sponsored ADR

82,378

2,145,123

TOTAL BRAZIL

11,549,414

British Virgin Islands - 0.2%

Arcos Dorados Holdings, Inc.

45,500

1,064,700

Mail.ru Group Ltd. GDR (Reg. S)

43,800

1,508,910

TOTAL BRITISH VIRGIN ISLANDS

2,573,610

Canada - 2.1%

Canadian Natural Resources Ltd.

34,200

1,206,272

InterOil Corp. (a)

10,500

498,855

Keyera Corp.

401,000

18,291,087

 

Shares

Value

Open Text Corp. (a)

41,800

$ 2,558,277

Trinidad Drilling Ltd.

206,900

1,618,920

TOTAL CANADA

24,173,411

Cayman Islands - 1.3%

Airtac International Group

156,000

873,143

Belle International Holdings Ltd.

668,000

1,310,100

Biostime International Holdings Ltd.

496,500

885,400

Bosideng International Holdings Ltd.

2,392,000

659,415

China Kanghui Holdings sponsored ADR (a)(d)

105,800

1,657,886

China Mengniu Dairy Co. Ltd.

386,000

1,229,987

China ZhengTong Auto Services Holdings Ltd.

934,000

1,011,347

Ctrip.com International Ltd. sponsored ADR (a)(d)

52,800

1,840,608

Hengdeli Holdings Ltd.

1,388,000

622,264

Microport Scientific Corp.

738,000

417,124

Sands China Ltd. (a)

1,038,800

3,121,789

Shenguan Holdings Group Ltd.

1,912,000

1,027,233

TOTAL CAYMAN ISLANDS

14,656,296

China - 0.7%

Baidu.com, Inc. sponsored ADR (a)

25,000

3,504,500

China Telecom Corp. Ltd. (H Shares)

2,586,000

1,596,615

SINA Corp. (a)(d)

18,600

1,511,994

Zhaojin Mining Industry Co. Ltd. (H Shares)

511,000

912,331

TOTAL CHINA

7,525,440

Curacao - 0.5%

Schlumberger Ltd.

72,000

5,289,840

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)

12,322

13,673

Denmark - 0.9%

Novo Nordisk A/S Series B

54,816

5,820,540

William Demant Holding A/S (a)

51,300

4,093,123

TOTAL DENMARK

9,913,663

Finland - 0.4%

Amer Group PLC (A Shares)

79,900

1,104,630

Nokian Tyres PLC

78,500

2,884,290

TOTAL FINLAND

3,988,920

France - 4.3%

Air Liquide SA

18,600

2,413,176

Arkema SA

26,330

1,801,317

Atos Origin SA

55,730

2,700,909

AXA SA

231,637

3,773,020

BNP Paribas SA

77,588

3,527,237

Club Mediterranee SA (a)

26,800

508,484

Danone

76,600

5,332,139

Iliad SA

38,014

4,449,549

Ipsos SA

3,300

108,372

JC Decaux SA (a)

37,500

1,004,971

Common Stocks - continued

Shares

Value

France - continued

LVMH Moet Hennessy - Louis Vuitton

33,579

$ 5,588,015

Pernod-Ricard SA

17,814

1,664,064

PPR SA

21,450

3,351,398

Safran SA

51,200

1,677,154

Sanofi-aventis

59,011

4,222,200

Sanofi-aventis sponsored ADR

70,000

2,502,500

Schneider Electric SA

24,592

1,451,502

Societe Generale Series A

55,400

1,617,696

Unibail-Rodamco

6,389

1,277,631

TOTAL FRANCE

48,971,334

Germany - 2.2%

Aareal Bank AG (a)

69,248

1,407,777

Allianz AG

22,281

2,504,084

Bayer AG

46,647

2,988,564

Bayerische Motoren Werke AG (BMW)

42,702

3,490,168

Commerzbank AG (a)

260,100

641,795

Deutsche Bank AG

64,100

2,650,826

Fresenius Medical Care AG & Co. KGaA

52,700

3,839,525

GEA Group AG

52,982

1,463,870

Gerry Weber International AG (Bearer)

19,400

604,072

Kabel Deutschland Holding AG (a)

54,900

3,134,774

Siemens AG

20,658

2,165,703

TOTAL GERMANY

24,891,158

Hong Kong - 0.7%

AIA Group Ltd.

1,010,800

3,090,763

China Unicom (Hong Kong) Ltd.

776,000

1,560,238

I.T Ltd.

798,000

496,991

Techtronic Industries Co. Ltd.

3,575,500

3,093,641

TOTAL HONG KONG

8,241,633

India - 0.8%

Apollo Hospitals Enterprise Ltd.

164,788

1,756,036

Bharti Airtel Ltd.

350,401

2,806,264

Housing Development Finance Corp. Ltd.

166,070

2,337,075

Larsen & Toubro Ltd.

16,958

489,178

Shriram Transport Finance Co. Ltd.

41,265

516,600

The Jammu & Kashmir Bank Ltd.

30,114

519,252

Titan Industries Ltd.

175,420

779,023

TOTAL INDIA

9,203,428

Indonesia - 0.3%

PT Astra International Tbk

82,000

632,282

PT Sarana Menara Nusantara Tbk (a)

913,000

923,098

PT Tower Bersama Infrastructure Tbk

3,992,500

929,188

PT XL Axiata Tbk

1,171,500

655,208

TOTAL INDONESIA

3,139,776

Ireland - 0.6%

Accenture PLC Class A

43,600

2,627,336

 

Shares

Value

James Hardie Industries NV CDI (a)

297,856

$ 1,929,373

Kenmare Resources PLC (a)

321,500

209,762

Paddy Power PLC (Ireland)

45,700

2,529,769

TOTAL IRELAND

7,296,240

Israel - 0.3%

Check Point Software Technologies Ltd. (a)

32,400

1,867,212

Israel Chemicals Ltd.

81,400

979,495

TOTAL ISRAEL

2,846,707

Italy - 0.6%

Intesa Sanpaolo SpA

509,546

910,362

Prada SpA

144,900

716,306

Prysmian SpA

104,600

1,585,078

Saipem SpA

84,317

3,780,636

TOTAL ITALY

6,992,382

Japan - 7.0%

ABC-Mart, Inc.

84,500

3,309,601

Aozora Bank Ltd.

566,000

1,431,046

Asics Corp.

200,000

2,651,771

Calbee, Inc. (d)

42,800

1,951,360

Canon, Inc.

94,450

4,288,371

Cosmos Pharmaceutical Corp.

47,300

2,194,224

Credit Saison Co. Ltd.

76,100

1,485,195

DeNA Co. Ltd.

46,400

2,002,954

Denso Corp.

69,500

2,137,626

Digital Garage, Inc. (a)

170

556,650

Don Quijote Co. Ltd.

84,700

3,103,052

Fanuc Corp.

21,200

3,428,272

Honda Motor Co. Ltd.

108,200

3,235,999

Japan Retail Fund Investment Corp.

157

243,063

Japan Tobacco, Inc.

1,306

6,528,435

JS Group Corp.

91,700

1,923,116

JSR Corp.

126,300

2,411,388

Kakaku.com, Inc.

43,300

1,714,683

KDDI Corp.

618

4,527,650

Keyence Corp.

10,400

2,644,131

Misumi Group, Inc.

70,500

1,467,103

Mitsubishi Corp.

136,300

2,803,636

Mitsubishi Estate Co. Ltd.

87,000

1,473,711

Mitsubishi UFJ Financial Group, Inc.

837,800

3,641,492

ORIX Corp.

73,700

6,433,011

Rakuten, Inc.

3,737

4,097,156

So-net M3, Inc.

320

1,447,362

SOFTBANK CORP.

59,800

1,941,095

Start Today Co. Ltd.

165,300

3,497,242

Tokyo Electron Ltd.

19,400

1,031,892

TOTAL JAPAN

79,602,287

Korea (South) - 1.1%

Hyundai Motor Co.

11,637

2,334,815

Kia Motors Corp.

27,270

1,741,809

Common Stocks - continued

Shares

Value

Korea (South) - continued

LG Household & Health Care Ltd.

3,087

$ 1,389,000

NHN Corp. (a)

3,893

809,131

Orion Corp.

6,624

3,540,417

Samsung Electronics Co. Ltd.

1,927

1,652,691

Shinhan Financial Group Co. Ltd.

22,350

887,039

TOTAL KOREA (SOUTH)

12,354,902

Luxembourg - 0.6%

Brait SA

516,600

1,236,773

Millicom International Cellular SA

11,500

1,263,850

Millicom International Cellular SA (depositary receipt)

27,200

2,997,630

Samsonite International SA

934,200

1,520,025

TOTAL LUXEMBOURG

7,018,278

Mexico - 0.2%

Wal-Mart de Mexico SA de CV Series V

1,042,400

2,692,836

Netherlands - 1.6%

AEGON NV (a)

292,700

1,396,073

ASML Holding NV

60,800

2,549,344

Gemalto NV

106,288

4,849,622

ING Groep NV (Certificaten Van Aandelen) (a)

654,400

5,642,383

Koninklijke Philips Electronics NV

77,500

1,613,528

Randstad Holdings NV

45,325

1,616,744

TOTAL NETHERLANDS

17,667,694

Norway - 0.5%

Aker Solutions ASA

105,900

1,231,594

DnB NOR ASA

367,800

4,290,648

TOTAL NORWAY

5,522,242

Philippines - 0.1%

Alliance Global Group, Inc.

6,500,000

1,616,043

Poland - 0.2%

Eurocash SA

232,100

1,860,945

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

279,659

1,282,610

Singapore - 0.1%

Avago Technologies Ltd.

41,000

1,384,570

South Africa - 0.4%

AngloGold Ashanti Ltd. sponsored ADR

44,700

2,020,887

Sanlam Ltd.

311,800

1,164,884

Shoprite Holdings Ltd.

125,400

1,837,793

TOTAL SOUTH AFRICA

5,023,564

Spain - 0.7%

Banco Bilbao Vizcaya Argentaria SA

135,154

1,216,551

Banco Santander SA:

rights 10/31/11

356,566

61,681

(Spain)

356,566

3,018,362

Inditex SA

17,582

1,600,055

 

Shares

Value

Prosegur Compania de Seguridad SA (Reg.)

19,900

$ 992,803

Viscofan Envolturas Celulosicas SA

31,300

1,204,620

TOTAL SPAIN

8,094,072

Sweden - 0.6%

Elekta AB (B Shares)

13,000

520,235

Intrum Justitia AB

14,200

233,597

Meda AB (A Shares)

107,400

1,097,137

Swedbank AB (A Shares)

195,000

2,747,237

Swedish Match Co.

65,600

2,269,997

TOTAL SWEDEN

6,868,203

Switzerland - 3.2%

ACE Ltd.

41,000

2,958,150

Adecco SA (Reg.)

34,229

1,654,210

Compagnie Financiere Richemont SA Series A

16,640

952,835

Kuehne & Nagel International AG

10,620

1,322,735

Nestle SA

164,083

9,517,207

Partners Group Holding

12,748

2,389,660

Schindler Holding AG (participation certificate)

31,036

3,649,838

The Swatch Group AG (Bearer)

5,440

2,303,577

Transocean Ltd. (United States)

47,100

2,691,765

UBS AG (a)

323,960

4,095,441

Zurich Financial Services AG

19,138

4,444,561

TOTAL SWITZERLAND

35,979,979

Taiwan - 0.3%

Catcher Technology Co. Ltd.

317,000

1,766,168

WPG Holding Co. Ltd.

955,930

1,154,290

TOTAL TAIWAN

2,920,458

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

514,000

863,328

United Arab Emirates - 0.1%

First Gulf Bank PJSC

130,740

553,500

United Kingdom - 9.8%

Aberdeen Asset Management PLC

474,742

1,469,699

Aggreko PLC

30,300

834,231

Anglo American PLC (United Kingdom)

68,818

2,538,288

Ashmore Group PLC

187,900

1,042,524

Aviva PLC

363,200

1,981,831

Barclays PLC

1,257,259

3,898,158

BG Group PLC

291,563

6,360,515

BHP Billiton PLC

261,599

8,239,155

BP PLC

567,469

4,176,690

British American Tobacco PLC:

(United Kingdom)

222,000

10,180,670

sponsored ADR

92,400

8,523,900

British Land Co. PLC

332,855

2,732,693

Burberry Group PLC

106,200

2,290,305

Carphone Warehouse Group PLC

852,279

4,810,929

Common Stocks - continued

Shares

Value

United Kingdom - continued

Diageo PLC

100,557

$ 2,081,493

GlaxoSmithKline PLC

153,700

3,450,034

HSBC Holdings PLC (United Kingdom)

580,528

5,066,231

Imperial Tobacco Group PLC

85,378

3,122,313

International Personal Finance PLC

517,515

2,282,078

Jazztel PLC (a)

228,700

1,322,961

Legal & General Group PLC

1,800,381

3,199,387

Lloyds Banking Group PLC (a)

2,775,954

1,435,778

Micro Focus International PLC

116,800

637,897

National Grid PLC

273,500

2,719,655

Ocado Group PLC (a)(d)

898,900

1,353,815

Reckitt Benckiser Group PLC

19,141

984,426

Royal Dutch Shell PLC Class B

371,168

13,319,306

Royalblue Group PLC

15,700

410,797

SuperGroup PLC (a)(d)

65,400

656,300

The Weir Group PLC

37,100

1,144,956

Ultra Electronics Holdings PLC

32,400

829,522

Vodafone Group PLC

2,115,200

5,874,342

Vodafone Group PLC sponsored ADR

47,212

1,314,382

Xstrata PLC

81,600

1,372,000

TOTAL UNITED KINGDOM

111,657,261

United States of America - 49.4%

Alexion Pharmaceuticals, Inc. (a)

173,000

11,679,230

Amazon.com, Inc. (a)

17,800

3,800,478

American Express Co.

182,100

9,217,902

Ameriprise Financial, Inc.

83,000

3,874,440

Apple, Inc. (a)

49,600

20,077,088

BB&T Corp.

38,000

886,920

Beam, Inc.

25,000

1,235,750

Biogen Idec, Inc. (a)

76,300

8,878,268

Cabot Oil & Gas Corp.

66,000

5,129,520

Chevron Corp.

143,000

15,022,150

Citigroup, Inc.

917,100

28,971,189

Citrix Systems, Inc. (a)

167,209

12,177,831

Cognizant Technology Solutions Corp. Class A (a)

61,600

4,481,400

Collective Brands, Inc. (a)

181,000

2,644,410

CSX Corp.

344,000

7,640,240

Cummins, Inc.

169,400

16,843,442

Discover Financial Services

384,100

9,049,396

Duke Energy Corp.

88,000

1,796,960

Edwards Lifesciences Corp. (a)

329,000

24,813,180

El Paso Electric Co.

60,750

1,945,823

Elizabeth Arden, Inc. (a)

76,000

2,605,280

EQT Corp.

257,000

16,319,500

Estee Lauder Companies, Inc. Class A

115,000

11,321,750

Exxon Mobil Corp.

309,000

24,129,810

Fifth Third Bancorp

381,000

4,575,810

Fiserv, Inc. (a)

7,000

412,090

Fossil, Inc. (a)

2,900

300,614

 

Shares

Value

Freeport-McMoRan Copper & Gold, Inc.

112,000

$ 4,509,120

G-III Apparel Group Ltd. (a)

189,600

5,344,824

Gilead Sciences, Inc. (a)

122,000

5,082,520

Google, Inc. Class A (a)

6,500

3,852,160

Green Mountain Coffee Roasters, Inc. (a)

8,900

578,678

Informatica Corp. (a)

144,100

6,556,550

IntercontinentalExchange, Inc. (a)

13,000

1,688,440

InterMune, Inc. (a)

37,000

943,500

Intuit, Inc.

576,000

30,913,915

iRobot Corp. (a)

177,000

5,993,220

JCPenney Co., Inc.

31,000

994,480

JPMorgan Chase & Co.

105,000

3,649,800

Lincoln National Corp.

367,000

6,991,350

Lorillard, Inc.

8,000

885,280

MasterCard, Inc. Class A

69,100

23,994,284

McDonald's Corp.

118,500

11,002,725

Motorola Solutions, Inc.

20,000

938,200

National Oilwell Varco, Inc.

82,000

5,849,060

Nu Skin Enterprises, Inc. Class A

132,000

6,669,960

ONEOK, Inc.

37,000

2,813,850

Perrigo Co.

207,000

18,687,960

Polypore International, Inc. (a)

139,100

7,295,795

PPL Corp.

145,000

4,258,650

Prestige Brands Holdings, Inc. (a)

296,120

3,132,950

Priceline.com, Inc. (a)

4,000

2,030,880

Prologis, Inc.

681,600

20,284,416

PulteGroup, Inc. (a)

807,000

4,180,260

Ralph Lauren Corp.

14,000

2,223,060

RF Micro Devices, Inc. (a)

991,700

7,279,078

Riverbed Technology, Inc. (a)

28,000

772,240

salesforce.com, Inc. (a)

56,000

7,457,520

Sirius XM Radio, Inc. (a)(d)

3,900,000

6,981,000

Smithfield Foods, Inc. (a)

186,000

4,251,960

Starbucks Corp.

281,000

11,897,540

Target Corp.

81,000

4,434,750

TJX Companies, Inc.

176,000

10,371,680

Torchmark Corp.

57,000

2,333,010

Union Pacific Corp.

202,000

20,113,140

United Technologies Corp.

65,000

5,068,700

UnitedHealth Group, Inc.

273,900

13,144,461

Virgin Media, Inc.

98,000

2,389,240

W.R. Grace & Co. (a)

323,000

13,498,170

Wells Fargo & Co.

246,000

6,373,860

Williams Companies, Inc.

85,000

2,559,350

TOTAL UNITED STATES OF AMERICA

560,102,057

TOTAL COMMON STOCKS

(Cost $1,032,697,154)


1,088,582,952

Nonconvertible Preferred Stocks - 0.6%

Shares

Value

Germany - 0.5%

ProSiebenSat.1 Media AG

2,200

$ 47,191

Volkswagen AG

34,600

6,071,557

TOTAL GERMANY

6,118,748

Italy - 0.1%

Fiat Industrial SpA (a)

118,500

727,141

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,541,680)


6,845,889

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

41,886,340

41,886,340

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

12,725,485

12,725,485

TOTAL MONEY MARKET FUNDS

(Cost $54,611,825)


54,611,825

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $1,092,850,659)

1,150,040,666

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(15,367,874)

NET ASSETS - 100%

$ 1,134,672,792

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

$ 77,687

Fidelity Securities Lending Cash Central Fund

199,692

Total

$ 277,379

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 560,102,057

$ 560,102,057

$ -

$ -

United Kingdom

111,657,261

49,233,918

62,423,343

-

Japan

79,602,287

-

79,602,287

-

France

48,971,334

44,749,134

4,222,200

-

Switzerland

35,979,979

31,884,538

4,095,441

-

Germany

31,009,906

22,353,852

8,656,054

-

Canada

24,173,411

24,173,411

-

-

Netherlands

17,667,694

9,015,710

8,651,984

-

Australia

17,140,210

-

17,140,210

-

Other

169,124,702

95,926,624

73,198,078

-

Money Market Funds

54,611,825

54,611,825

-

-

Total Investments in Securities:

$ 1,150,040,666

$ 892,051,069

$ 257,989,597

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 34,550

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(34,550)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011

$ -

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.

Income Tax Information

At October 31, 2011, the Fund had a capital loss carryforward of approximately $43,909,944 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Worldwide Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2011

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,527,651) - See accompanying schedule:

Unaffiliated issuers (cost $1,038,238,834)

$ 1,095,428,841

 

Fidelity Central Funds (cost $54,611,825)

54,611,825

 

Total Investments (cost $1,092,850,659)

 

$ 1,150,040,666

Foreign currency held at value (cost $12)

12

Receivable for investments sold

36,476,232

Receivable for fund shares sold

974,697

Dividends receivable

1,205,767

Distributions receivable from Fidelity Central Funds

21,667

Prepaid expenses

4,726

Other receivables

381,445

Total assets

1,189,105,212

 

 

 

Liabilities

Payable for investments purchased

$ 39,330,913

Payable for fund shares redeemed

1,365,409

Accrued management fee

671,958

Distribution and service plan fees payable

4,710

Other affiliated payables

262,119

Other payables and accrued
expenses

71,826

Collateral on securities loaned, at value

12,725,485

Total liabilities

54,432,420

 

 

 

Net Assets

$ 1,134,672,792

Net Assets consist of:

 

Paid in capital

$ 1,132,528,887

Undistributed net investment income

2,700,979

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(57,762,431)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign
currencies

57,205,357

Net Assets

$ 1,134,672,792

 

October 31, 2011

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($13,153,433 ÷ 735,359 shares)

$ 17.89

 

 

 

Maximum offering price per share (100/94.25 of $17.89)

$ 18.98

Class T:
Net Asset Value
and redemption price per share ($2,186,869 ÷ 122,631 shares)

$ 17.83

 

 

 

Maximum offering price per share (100/96.50 of $17.83)

$ 18.48

Class B:
Net Asset Value
and offering price per share ($255,549 ÷ 14,383 shares)A

$ 17.77

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,296,964 ÷ 73,124 shares)A

$ 17.74

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,114,693,586 ÷ 61,871,620 shares)

$ 18.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,086,391 ÷ 171,674 shares)

$ 17.98

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Worldwide Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2011

 

 

 

Investment Income

 

 

Dividends

 

$ 20,686,068

Interest

 

17,708

Income from Fidelity Central Funds

 

277,379

Income before foreign taxes withheld

 

20,981,155

Less foreign taxes withheld

 

(1,097,612)

Total income

 

19,883,543

 

 

 

Expenses

Management fee
Basic fee

$ 8,486,454

Performance adjustment

729,662

Transfer agent fees

2,773,239

Distribution and service plan fees

54,064

Accounting and security lending fees

553,421

Custodian fees and expenses

257,965

Independent trustees' compensation

6,658

Registration fees

98,806

Audit

81,560

Legal

5,113

Miscellaneous

11,919

Total expenses before reductions

13,058,861

Expense reductions

(357,517)

12,701,344

Net investment income (loss)

7,182,199

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

120,978,817

Foreign currency transactions

(435,639)

Total net realized gain (loss)

 

120,543,178

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $556,502)

(94,435,905)

Assets and liabilities in foreign currencies

(21,713)

Total change in net unrealized appreciation (depreciation)

 

(94,457,618)

Net gain (loss)

26,085,560

Net increase (decrease) in net assets resulting from operations

$ 33,267,759

Statement of Changes in Net Assets

 

Year ended
October 31,
2011

Year ended
October 31,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,182,199

$ 5,168,785

Net realized gain (loss)

120,543,178

100,330,002

Change in net unrealized appreciation (depreciation)

(94,457,618)

66,991,246

Net increase (decrease) in net assets resulting from operations

33,267,759

172,490,033

Distributions to shareholders from net investment income

(6,244,141)

(6,419,967)

Distributions to shareholders from net realized gain

(2,870,519)

(993,213)

Total distributions

(9,114,660)

(7,413,180)

Share transactions - net increase (decrease)

12,558,124

(61,476,980)

Redemption fees

33,448

31,293

Total increase (decrease) in net assets

36,744,671

103,631,166

 

 

 

Net Assets

Beginning of period

1,097,928,121

994,296,955

End of period (including undistributed net investment income of $2,700,979 and undistributed net investment income of $4,480,160, respectively)

$ 1,134,672,792

$ 1,097,928,121

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2011

2010

2009H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .05

.03

(.01)

Net realized and unrealized gain (loss)

  .47

2.63

4.09

Total from investment operations

  .52

2.66

4.08

Distributions from net investment income

  (.08)

(.10)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.13)

(.12)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.38%

1.41%

1.49% A

Net investment income (loss)

  .28%

.21%

(.06)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class T

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

Net realized and unrealized gain (loss)

  .45

2.62

4.07

Total from investment operations

  .46

2.61

4.06

Distributions from net investment income

  (.04)

(.08)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.09)

(.09) K

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

Expenses before reductions

  1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.63%

1.68%

1.70% A

Net investment income (loss)

  .03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 $.09 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  .47

2.61

4.04

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.01)

-

Distributions from net realized gain

  -

(.01)

-

Total distributions

  -

(.02)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.13%

2.17%

2.17% A

Net investment income (loss)

  (.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 305

$ 224

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Financial Highlights - Class C

Years ended October 31,

2011

2010

2009 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) E

  (.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  .47

2.61

4.05

Total from investment operations

  .38

2.52

4.01

Distributions from net investment income

  -

(.03)

-

Distributions from net realized gain

  -

(.02)

-

Total distributions

  -

(.05)

-

Redemption fees added to paid in capital E,J

  -

-

-

Net asset value, end of period

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

Expenses before reductions

  2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.13%

2.16%

2.15% A

Net investment income (loss)

  (.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  203%

166%

224%

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 For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report

Financial Highlights - Worldwide

Years ended October 31,

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 17.58

$ 14.98

$ 13.40

$ 25.18

$ 21.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.08

.12

.16

.14

Net realized and unrealized gain (loss)

  .48

2.63

1.63

(9.44)

6.05

Total from investment operations

  .59

2.71

1.75

(9.28)

6.19

Distributions from net investment income

  (.10)

(.10)

(.17)

(.12)

(.17)

Distributions from net realized gain

  (.05)

(.02)

-

(2.38)

(2.66)

Total distributions

  (.15)

(.11) G

(.17)

(2.50)

(2.83)

Redemption fees added to paid in capital B,F

  -

-

-

-

-

Net asset value, end of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Total Return A

  3.32%

18.18%

13.39%

(40.66)%

31.87%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of fee waivers, if any

  1.08%

1.15%

1.27%

1.21%

1.04%

Expenses net of all reductions

  1.05%

1.12%

1.24%

1.19%

1.02%

Net investment income (loss)

  .60%

.50%

.92%

.84%

.66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

$ 1,773,603

Portfolio turnover rate D

  203%

166%

224%

264%

128%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C 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.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

F Amount represents less than $.01 per share.

G Total distributions of $.11 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.015 per share.

Financial Highlights - Institutional Class

Years ended October 31,

2011

2010

2009 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .10

.07

.06

Net realized and unrealized gain (loss)

  .47

2.63

4.06

Total from investment operations

  .57

2.70

4.12

Distributions from net investment income

  (.11)

(.11)

-

Distributions from net realized gain

  (.05)

(.02)

-

Total distributions

  (.16)

(.13)

-

Redemption fees added to paid in capital D,I

  -

-

-

Net asset value, end of period

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.10%

1.19%

1.15% A

Net investment income (loss)

  .56%

.44%

.62% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  203%

166%

224%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2011

1. Organization.

Fidelity Worldwide Fund (the Fund) is a fund of Fidelity Investment Trust (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, Worldwide and Institutional class, 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 by existing shareholders. 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 October 31, 2011 as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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.

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 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, equity-debt classifications, 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

$ 107,207,788

Gross unrealized depreciation

(63,870,262)

Net unrealized appreciation (depreciation) on securities and other investments

$ 43,337,526

 

 

Tax Cost

$ 1,106,703,140

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,701,313

Capital loss carryfoward

$ (43,909,944)

Net unrealized appreciation (depreciation)

$ 43,352,876

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be October 31, 2012.

The tax character of distributions paid was as follows:

 

October 31, 2011

October 31, 2010

Ordinary Income

$ 9,114,660

$ 7,413,180

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.

New Accounting Pronouncement. 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 changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,331,452,718 and $2,340,625,824, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .77% 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%

$ 27,830

$ 7,097

Class T

.25%

.25%

12,334

6

Class B

.75%

.25%

3,072

2,345

Class C

.75%

.25%

10,828

4,607

 

 

 

$ 54,064

$ 14,055

Annual Report

5. 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% to 1% for Class B, 1% 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

$ 12,873

Class T

1,872

Class B*

291

Class C*

512

 

$ 15,548

* 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

$ 33,823

.30

Class T

7,470

.30

Class B

941

.31

Class C

3,295

.30

Worldwide

2,724,210

.23

Institutional Class

3,500

.28

 

$ 2,773,239

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $92,473 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $3,661 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

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 $199,692. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of its management fee. For the period, the amount of this reimbursement was $51,129.

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 $306,388 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2011

2010

From net investment income

 

 

Class A

$ 36,687

$ 9,814

Class T

3,024

2,409

Class B

-

75

Class C

-

827

Worldwide

6,199,611

6,404,601

Institutional Class

4,819

2,241

Total

$ 6,244,141

$ 6,419,967

From net realized gain

 

 

Class A

$ 20,664

$ 1,404

Class T

3,280

480

Class B

-

191

Class C

-

373

Worldwide

2,844,643

990,471

Institutional Class

1,932

294

Total

$ 2,870,519

$ 993,213

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class A

 

 

 

 

Shares sold

446,295

404,777

$ 8,440,354

$ 6,463,954

Reinvestment of distributions

2,409

589

44,007

9,399

Shares redeemed

(143,732)

(41,328)

(2,654,718)

(668,935)

Net increase (decrease)

304,972

364,038

$ 5,829,643

$ 5,804,418

Class T

 

 

 

 

Shares sold

307,740

57,729

$ 5,853,479

$ 930,150

Reinvestment of distributions

344

156

6,293

2,498

Shares redeemed

(249,620)

(24,377)

(4,835,753)

(385,540)

Net increase (decrease)

58,464

33,508

$ 1,024,019

$ 547,108

Class B

 

 

 

 

Shares sold

3,768

11,168

$ 71,519

$ 177,092

Reinvestment of distributions

-

16

-

260

Shares redeemed

(6,939)

(8,709)

(128,598)

(138,098)

Net increase (decrease)

(3,171)

2,475

$ (57,079)

$ 39,254

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2011

2010

2011

2010

Class C

 

 

 

 

Shares sold

41,472

34,028

$ 784,669

$ 543,674

Reinvestment of distributions

-

68

-

1,087

Shares redeemed

(9,227)

(15,747)

(167,760)

(246,126)

Net increase (decrease)

32,245

18,349

$ 616,909

$ 298,635

Worldwide

 

 

 

 

Shares sold

12,255,493

8,421,228

$ 231,984,939

$ 135,177,567

Reinvestment of distributions

480,262

449,494

8,805,760

7,194,622

Shares redeemed

(12,736,797)

(13,209,138)

(238,335,100)

(210,537,866)

Net increase (decrease)

(1,042)

(4,338,416)

$ 2,455,599

$ (68,165,677)

Institutional Class

 

 

 

 

Shares sold

162,911

9,920

$ 2,875,496

$ 162,697

Reinvestment of distributions

360

158

6,581

2,535

Shares redeemed

(10,647)

(10,397)

(193,044)

(165,950)

Net increase (decrease)

152,624

(319)

$ 2,689,033

$ (718)

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Worldwide Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Worldwide Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (76)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (54)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (63)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (67)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (67)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (72)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (62)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (81)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (67)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (42)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (46)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (43)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (42)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (57)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (64)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (50)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Joseph F. Zambello (54)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (44)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (53)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (53)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Institutional Class designates 38% and 64% of the dividends distributed on December 3, 2010 and December 30, 2010, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/06/10

$0.127

$0.0105

 

12/31/10

$0.019

$0.0000

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Worldwide Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Worldwide Fund

dif31604

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Worldwide Fund

dif31606

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, and the retail class of the fund ranked below its competitive median for 2010 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b 1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

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

JPMorgan Chase Bank
New York, NY

(Fidelity Logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

AWLDI-UANN-1211
1.883436.102

Item 2. Code of Ethics

As of the end of the period, October 31, 2011, Fidelity Investment Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Diversified International Fund, Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund, Fidelity International Capital Appreciation Fund, Fidelity International Small Cap Fund, Fidelity International Small Cap Opportunities Fund, Fidelity International Value Fund, Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund, Fidelity Total International Equity Fund, and Fidelity Worldwide Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2011 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Diversified International Fund

$90,000

$-

$6,800

$3,100

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

$50,000

$-

$5,900

$300

Fidelity International Capital Appreciation Fund

$49,000

$-

$6,800

$300

Fidelity International Small Cap Fund

$120,000

$-

$6,800

$300

Fidelity International Small Cap Opportunities Fund

$49,000

$-

$5,700

$300

Fidelity International Value Fund

$47,000

$-

$5,700

$300

Fidelity Series Emerging Markets Fund

$39,000

$-

$6,800

$600

Fidelity Series International Small Cap Fund

$43,000

$-

$5,700

$400

Fidelity Series International Value Fund

$43,000

$-

$5,700

$800

Fidelity Total International Equity Fund

$59,000

$-

$6,600

$300

Fidelity Worldwide Fund

$50,000

$-

$5,700

$400

October 31, 2010 FeesA, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Diversified International Fund

$89,000

$-

$6,600

$-

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

$49,000

$-

$5,800

$-

Fidelity International Capital Appreciation Fund

$48,000

$-

$6,600

$-

Fidelity International Small Cap Fund

$118,000

$-

$6,600

$-

Fidelity International Small Cap Opportunities Fund

$48,000

$-

$5,600

$-

Fidelity International Value Fund

$46,000

$-

$5,600

$-

Fidelity Series Emerging Markets Fund

$31,000

$-

$6,600

$-

Fidelity Series International Small Cap Fund

$33,000

$-

$5,600

$-

Fidelity Series International Value Fund

$33,000

$-

$5,600

$-

Fidelity Total International Equity Fund

$58,000

$-

$6,400

$-

Fidelity Worldwide Fund

$49,000

$-

$5,700

$-

A Amounts may reflect rounding.

B Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund commenced operations on December 3, 2009.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Global Commodity Stock Fund, Fidelity International Discovery Fund, Fidelity International Growth Fund, Fidelity Overseas Fund and Fidelity Series International Growth Fund (the "Funds"):

Services Billed by PwC

October 31, 2011 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Global Commodity Stock Fund

$41,000

$-

$2,700

$2,000

Fidelity International Discovery Fund

$80,000

$-

$11,500

$6,300

Fidelity International Growth Fund

$54,000

$-

$5,100

$1,700

Fidelity Overseas Fund

$68,000

$-

$18,800

$4,100

Fidelity Series International Growth Fund

$46,000

$-

$5,100

$4,300

October 31, 2010 FeesA, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Global Commodity Stock Fund

$35,000

$-

$2,600

$1,800

Fidelity International Discovery Fund

$80,000

$-

$9,700

$6,300

Fidelity International Growth Fund

$51,000

$-

$4,900

$1,700

Fidelity Overseas Fund

$71,000

$-

$27,700

$4,900

Fidelity Series International Growth Fund

$36,000

$-

$4,900

$2,300

A Amounts may reflect rounding.

B Fidelity Series International Growth Fund commenced operations on December 3, 2009.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2011A

October 31, 2010A

Audit-Related Fees

$440,000

$720,000

Tax Fees

$-

$-

All Other Fees

$430,000

$790,000

A Amounts may reflect rounding.

Services Billed by PwC

 

October 31, 2011A

October 31, 2010A

Audit-Related Fees

$3,835,000

$2,150,000

Tax Fees

$-

$-

All Other Fees

$-

$510,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2011 A

October 31, 2010 A

PwC

$5,895,000

$5,265,000

Deloitte Entities

$1,035,000

$1,665,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Investment Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 30, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 30, 2011

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 30, 2011